What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-03 compared with 2025-03-07 · 364 added, 538 removed, 1163 unchanged (44% of the section changed)

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Interim and Annual Goodwill Impairment Assessments – Certain Reporting Units

As described in Notes 1 and 3 to the consolidated financial statements, the Company’s goodwill balance was $477.0 million as of December 31, 2024, the majority of which related to the Branded Agencies, Experiential Services, Branded Services, and Merchandising reporting units.

Goodwill Impairment Assessments – Experiential Services and Retailer Agencies Reporting Units

As described in Notes 1 and 3 to the consolidated financial statements, the Company’s goodwill balance was $438.9 million as of December 31, 2025, a significant portion of which related to the Experiential Services and Retailer Agencies reporting units.

Management tests its goodwill for impairment at the beginning of the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value.

When it is determined that a quantitative impairment test should be performed, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss;

however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit.

If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss.

Management utilizes a combination of income and market approaches to estimate the fair value of its reporting units.

The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units' revenue growth rates, earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, terminal growth rates, capital cost expenditures as a percentage of revenue, discount rates, and incremental net working capital, all of which require significant management judgment.

The market approach applies market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses and acquisition premiums of similar businesses involved in recent merger and acquisition transactions, which requires significant management judgment.

Effective January 1, 2024, the Company revised its reportable segments and performed an interim impairment assessment for its five reporting units’ goodwill, which did not result in an impairment charge.

During the second quarter of fiscal year 2024, management determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill, resulting in a goodwill impairment charge of $99.7 million.

During the fourth quarter of fiscal year 2024, management determined a triggering event occurred and an impairment assessment was warranted for the Branded Services reporting unit goodwill, resulting in a goodwill impairment charge of $133.5 million.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments for the Branded Agencies, Experiential Services, and Branded Services reporting units, and the annual goodwill impairment assessments for the Branded Services and Merchandising reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, EBITDA margins, terminal growth rates, and discount rates used in the income approach and market multiples and acquisition premium used in the market approach, as applicable to the reporting unit;

Based on the annual goodwill impairment assessment performed as of October 1, 2025, no impairment charges were recorded for the Experiential Services or Retailer Agencies reporting units.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment for the Experiential Services and Retailer Agencies reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Experiential Services and Retailer Agencies reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate used in the income approach for the Experiential Services reporting unit and the revenue growth rates and the discount rate used in the income approach for the Retailer Agencies reporting unit;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Branded Agencies, Experiential Services, Branded Services, and Merchandising reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units;

(ii) evaluating the appropriateness of the income and market approaches used by management;

(iii) testing the completeness and accuracy of underlying data used in the approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, EBITDA margins, terminal growth rates, and discount rates used in the income approach and market multiples and acquisition premium used in the market approach, as applicable to the reporting unit.

Evaluating management’s assumptions related to revenue growth rates and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Experiential Services and Retailer Agencies reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Experiential Services and Retailer Agencies reporting units;

(ii) evaluating the appropriateness of the income approach used by management;

(iii) testing the completeness and accuracy of underlying data used in the income approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rate used in the income approach for the Experiential Services reporting unit and the revenue growth rates and the discount rate used in the income approach for the Retailer Agencies reporting unit.

Evaluating management’s assumptions related to revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Retailer Agencies reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s income and market approaches and (ii) the reasonableness of the terminal growth rates, discount rates, market multiples, and acquisition premium assumptions, as applicable to the reporting unit.

Interim and Annual Indefinite-Lived Intangible Asset Impairment Assessments

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption for the Experiential Services and Retailer Agencies reporting units.

Impairment Assessment – Advantage Trade Name

As described in Notes 1 and 3 to the consolidated financial statements, the Company’s indefinite-lived intangible asset balance was $442.4 million as of December 31, 2025, which relates to the Advantage trade name.

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Management tests its indefinite-lived intangible asset for impairment using a relief from royalty method by comparing the estimated fair value of the indefinite-lived intangible asset with the carrying value.

The estimates used in the determination of fair value involve the use of significant assumptions, including revenue growth rates, terminal growth rate, discount rate, and royalty rate, all of which require significant management judgment.

During the fourth quarter of fiscal year 2024, management determined a triggering event occurred and an impairment assessment was warranted, resulting in an intangible asset impairment charge of $42.0 million.

The principal considerations for our determination that performing procedures relating to the interim and annual indefinite-lived intangible asset impairment assessments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-lived intangible asset;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, discount rate, and royalty rate for the interim assessment, and discount rate and royalty rate for the annual assessment;

The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions.

These estimates and assumptions include revenue growth rates, terminal growth rate, discount rate and royalty rate, all of which require significant management judgment.

In connection with management’s annual impairment test as of October 1, 2025, management recognized an intangible asset impairment charge of $167.1 million related to the Advantage Trade Name.

The principal considerations for our determination that performing procedures relating to the Advantage trade name impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Advantage trade name;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible asset impairment assessments.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the indefinite-lived intangible asset;

These procedures included testing the effectiveness of controls relating to management’s Advantage trade name impairment assessment.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Advantage trade name;

(ii) evaluating the appropriateness of the relief from royalty method used by management;

(iii) testing the completeness and accuracy of underlying data used in the relief from royalty method;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, discount rates, and royalty rates.

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, the discount rate, and the royalty rate.

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s relief from royalty method and (ii) the reasonableness of the discount rate and royalty rate assumptions.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief from royalty method and (ii) the reasonableness of the discount rate and royalty rate assumptions.

/s/ PricewaterhouseCoopers LLP

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(in thousands, except share data)

December 31, 2025

December 31, 2024

Current assets

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Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

Property and equipment, net

Property, equipment, and capitalized software, net

Other intangible assets, net

Investments in unconsolidated affiliates

Other assets of discontinued operations

LIABILITIES AND STOCKHOLDERS' EQUITY

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Deferred revenues

Current liabilities of discontinued operations

Total current liabilities

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Other long-term liabilities

Other liabilities of discontinued operations

Total liabilities

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Preferred stock, no par value, 10,000,000 shares authorized;

none issued and outstanding as of December 31, 2024 and 2023, respectively

none issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

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

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

Total equity attributable to stockholders of Advantage Solutions Inc.

Nonredeemable noncontrolling interest

Total stockholders' equity

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Impairment of goodwill and indefinite-lived asset

Gain on deconsolidation of subsidiaries

Loss on divestitures

Depreciation and amortization

Income from equity method investments

Income from investment in European joint venture and other

Gain on legal matters

Gain on divestitures and deconsolidation of subsidiaries

Total operating expenses

Operating (loss) income from continuing operations

Other (income) expenses:

Other expenses (income):

Change in fair value of warrant liabilities

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Total other expenses, net

Loss from continuing operations before income taxes

Loss from continuing operations before benefit from income taxes

Benefit from income taxes from continuing operations

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

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

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:

Net (loss) income 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:

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

Diluted net (loss) income 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.

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

Weighted-average number of common shares:

Comprehensive Income (Loss):

Net loss attributable to stockholders of Advantage Solutions Inc.

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Balance at January 1, 2023

Comprehensive loss

Comprehensive (loss) income

Net (loss) income

Foreign currency translation adjustments

Total comprehensive loss

Total comprehensive (loss) income

Interest on loans to Karman Topco L.P.

Increase in noncontrolling interest

Purchase of treasury stock

Retirement of shares

Equity-based compensation of Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

Shares issued under 2020 Incentive Award Plan

Shares issued under 2020 Incentive Award Plan and tax related to net share settlement

Stock-based compensation expense

Deconsolidation of subsidiaries

Balance at December 31, 2023

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Purchase of treasury stock

Retirement of shares

Equity-based compensation of Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

Shares issued under 2020 Incentive Award Plan and tax related to net share settlement

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

Deconsolidation of subsidiaries

Balance at December 31, 2024

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Shares issued under 2020 Incentive Award Plan

Sale of a business

Stock-based compensation expense

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

Non-cash interest expense (income)

Deferred financing fees related to repricing of long-term debt

Non-cash adjustments on derivatives and non-cash interest expense (income)

Amortization of deferred financing fees

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Depreciation and amortization

Change in fair value of warrant liability

Fair value adjustments related to contingent consideration

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Distribution received from equity method investments

Gain on deconsolidation of subsidiaries

Gain on divestiture and deconsolidation of subsidiaries

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

Loss on disposal of property and equipment

Loss on divestiture

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

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CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of businesses, net of cash acquired

Purchase of investments in unconsolidated affiliates

Purchase of property and equipment

Purchase of capitalized software

Proceeds from divestitures, net of cash

Purchase and development of capitalized software

Proceeds from divestitures

Deconsolidation of subsidiaries cash and cash equivalents and restricted cash, net of proceeds

Proceeds from sale of investments in unconsolidated affiliates

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

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Debt issuance costs

Proceeds from issuance of common stock

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

Deferred consideration paid for purchases in unconsolidated affiliates

Contingent consideration payments

Proceeds from employee stock purchase plan

Payments for taxes related to net share settlement of equity awards

Holdback payments

Financing fees paid

Contribution from noncontrolling interest

Redemption of noncontrolling interest

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(the “Company” or “Advantage”).

The Company is headquartered in Clayton, Missouri, in the St.

Louis-metropolitan area, and is a business solutions provider to consumer goods companies and retailers.

The Company’s common stock and public warrants (as further described in Note 13 — Equity ) are listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the 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 is headquartered in St.

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

Basis of Presentation and Principles of Consolidation

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The Company’s share in the earnings or losses for its investments in affiliates is reflected in “Investments in unconsolidated affiliates” and “Income from equity method investments” in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss, respectively.

When an equity method investment is considered integral to the reporting entity’s ongoing operations, the reporting entity’s share of the investee’s earnings or losses is presented within operating income (loss).

All intercompany balances and transactions have been eliminated upon consolidation.

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Assets and liabilities related to a business classified as held for sale or meets the criteria for discontinued operations are segregated in the consolidated balance sheets for the current and prior periods presented.

Cash flows for continuing and discontinued operations are segregated in the consolidated statements of cash flows for the current and prior periods.

Cash flows for continuing and discontinued operations are segregated in Note 2— Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture for the prior periods.

When proceeds are not utilized to paydown long-term debt, the assets and liabilities associated with discontinued operations in the current period balance sheet are classified as current.

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

No components met the criteria for classification as discontinued operations during the year ended December 31, 2025.

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

Refer to Note 17— Operating Segments and Geographic Information for additional information on the Company’s reportable segments.

Refer to Note 2— Discontinued Operations, Deconsolidation of European Joint Venture, Divestitures and Acquisitions for additional information on the Company’s discontinued operations.

Change in Reportable Segments

Effective January 1, 2024, Advantage Solutions Inc.

revised its reportable segments to align with the Company's business strategy, and the manner in which the Chief Executive Officer, the Company's chief operating decision maker (“CODM”), assesses performance and makes decisions regarding the allocation of resources for the Company.

The Company’s revised operating and reportable segments consist of Branded Services, Experiential Services, and Retailer Services.

This change had no impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flows.

Prior period segment results have been reclassified to reflect the Company’s new reportable segments on a continuing operations basis.

When evaluating the Company’s financial performance, the CODM regularly reviews revenues, compensation and benefits, reimbursable expenses and other segment items.

Refer to Note 2— Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture for additional information on the Company’s discontinued operations.

Reportable Segments

When evaluating the Company’s financial performance, the chief operating decision maker (“CODM”) regularly reviews revenues, compensation and benefits, reimbursable expenses and other segment items.

Refer to Note 17— Operating Segments and Geographic Information for additional information on the Company’s reportable segments.

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Effective December 1, 2023, the Company’s investment in ASL is accounted for under the equity method of accounting, with the investment reported in “Investments in unconsolidated affiliates” on the Consolidated Balance Sheets and equity income reported in “Income from equity method investments” on the Consolidated Statements of Operations and Comprehensive Loss.

Reclassifications

The Company has reclassified certain amounts on the consolidated balance sheets, consolidated statements of operations and comprehensive loss and consolidated statements of cash flows and in Note 17— Operating Segments and Geographic Information to conform to current period presentation.

Use of Estimates

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dollars using exchange rates in effect at the end of each period.

Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period.

Revenues and expenses for these subsidiaries are translated using weighted‑average exchange rates for the period, which approximate the rates in effect when the underlying transactions occurred.

Gains and losses from these translations are included in “Accumulated other comprehensive loss” in the Consolidated Statements of Stockholders’ Equity.

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The Company reports gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are of a long-term investment nature, in “Other comprehensive loss” in the Consolidated Statements of Operations and Comprehensive Loss.

These items represented a net loss of $ 0.1 million, a gain of $ 0.1 million, and a gain of $ 7.6 million during the years ended December 31, 2024, 2023 , and 2022, respectively.

These items had an immaterial impact on the results of operations for each of the years ended December 31, 2025, 2024, and 2023 .

Cash and Cash Equivalents and Restricted Cash

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Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured at fair value.

The fair values of

derivatives are measured using observable market prices or, where market prices are not available, by using discounted expected future cash flows at prevailing interest and exchange rates.

The fair values of derivatives are measured using observable market prices or, where market prices are not available, by using discounted expected future cash flows at prevailing interest and exchange rates.

The Company does not designate these derivatives as hedges for accounting purposes, and as a result, all changes in the fair value of derivatives used to hedge interest rates and foreign exchange risk are recorded in “Interest expense, net” and in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss, respectively.

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The Company manages its risk of exposure by limiting counterparties to those banks and institutions deemed appropriate by management.

Property and Equipment

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets consist primarily of prepaid insurance, prepaid taxes, prepaid payroll, and other expenses.

Prepaid expenses are recorded at cost and are amortized over the periods benefited using the straight-line method.

The Company reviews prepaid expenses at each balance sheet date and adjusts the carrying amounts as necessary to reflect the remaining estimated benefit.

Property, Equipment and Capitalized Software

Property and equipment are stated at cost, and the balances are presented net of accumulated depreciation.

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Computer hardware and other equipment

Internal-Use Software Development Costs

The Company capitalizes certain direct costs associated with the development and purchase of internal-use software within property and equipment.

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The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality.

Maintenance and training costs are expensed as incurred.

Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding seven years .

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Cash distributions from unconsolidated entities that represent returns of the Company’s investment are reported as cash flows from investing activities.

Business Combinations

The Company accounts for business combinations using the acquisition method.

Under this method, the purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of

To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill.

Factors giving rise to goodwill generally include assembled workforce, geographic presence, expertise, and synergies that are anticipated as a result of the business combination, including enhanced product and service offerings.

The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and other estimates made by management.

The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as the Company obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed.

Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date.

Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

The Company nets the proceeds from the divestitures of businesses with the carrying amount of the related net assets and liabilities and records a gain or loss in the Consolidated Statements of Operations and Comprehensive Loss.

Any contingent payments that are potentially due to the Company as a result of these divestitures are recorded when it is probable that a significant reversal of such consideration will not occur, or in the case of a business, when such payments are realizable.

Any contingent payments that are potentially due to the Company as a result of these divestitures are realized or realizable.

For divestitures of businesses, the Company includes the relative fair value of goodwill associated with the businesses in the determination of the gain or loss on sale.

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The Company tests for impairment of goodwill at the reporting unit level.

The Company generally combines components that have similar economic characteristics, nature of services, types of clients, distribution methods and regulatory environment.

The Company generally combines components that have similar economic characteristics, nature of services, types of clients, distribution methods and

regulatory environment.

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

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The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain.

A change in these underlying assumptions would cause a change in the results of the tests and,

as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

In connection with the Company’s annual quantitative impairment test as of October 1, 2025, the Company concluded that the estimated fair value of the Branded Services and Merchandising reporting units were below their carrying amount.

The decline in fair value primarily reflected higher discount rates driven by increases in market-based inputs, including risk-free rates and equity risk premiums, as well as updated market multiples for comparable publicly traded companies.

The assessment also incorporated revised prospective financial information that reflected current expectations for revenue growth, margin performance, and operating cost trends.

As a result, the Company recorded non-cash goodwill impairment charges of $ 13.1 million and $ 23.5 million for the Branded Services and Merchandising reporting units, respectively, which fully eliminated the remaining goodwill associated with both reporting units.

These impairments do not impact the Company’s cash flows, liquidity, or compliance with financial covenants.

Effective January 1, 2024, the Company performed an interim impairment assessment for its five reporting units’ goodwill.

E ach of the fair values for the reporting units tested were in excess of its carrying amount.

Each of the fair values for the reporting units tested were in excess of its carrying amount.

The fair values of the Branded Agencies and Experiential Services reporting units exceeded their respective carrying values by less than 20 %.

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This charge is reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.

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

In connection with the Company's annual quantitative impairment test as of October 1, 2023, the Company concluded that the goodwill was not impaired as of October 1, 2023.

The Company determined that no additional goodwill triggering events occurred through December 31, 2023.

In connection with the Company's annual quantitative impairment test as of October 1, 2022, the Company recognized $722.7 million, $308.2 million and $336.6 million in impairment charges in the Branded Services, Experiential Services and Retailer Services segments, respectively, for the year ended December 31, 2022, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

While there was no single determinative event or factor, the consideration of the weight of evidence of several factors that culminated during the fourth quarter of 2022 led the Company to conclude that it was more likely than not that the fair value of the reporting units were below their carrying values.

These factors included:

(a) sustained decline in the Company’s share price;

(b) challenges in the labor market and continued inflationary pressures;

and (c) an increase to the discount rate as a result of the recent increases in interest rates which adversely affected the results of the quantitative impairment tests.

The uncertainty and volatility in the economic environment in which the Company operates could have an impact on the Company's future growth and could result in future impairment charges.

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The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test.

The Company tests its indefinite-lived intangible assets for impairment using a relief from royalty method by comparing the estimated fair value of the indefinite-lived intangible asset with the carrying value.

The Company tests its indefinite-lived intangible asset for impairment using a relief from royalty method by comparing the estimated fair value of the indefinite-lived intangible asset with the carrying value.

The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions.

These estimates and assumptions include revenue growth rates,

terminal growth rate, discount rate and royalty rate, all of which require significant management judgment.

These estimates and assumptions include revenue growth rates, terminal growth rate, discount rate and royalty rate, all of which require significant management judgment.

The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.

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Actual future results may differ from the estimates.

In connection with the Company’s annual quantitative impairment test as of October 1, 2025, the Company recognized an intangible asset impairment charge of $ 167.1 million related to the Advantage Trade Name, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.

The impairment resulted from updated prospective financial information reflecting current expectations for revenue growth.

As of January 1, 2024, the Company concluded there was a triggering event for an interim impairment assessment due to the change in unit of account of the indefinite-lived intangible asset.

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As a result, the Company recognized an intangible asset impairment charge of $ 43.5 million related to the Advantage Trade Name during the year ended December 31, 2023, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.

In connection with the Company's annual quantitative impairment test as of October 1, 2022, the Company concluded the carrying value of the Advantage Trade Name exceeded its estimated fair value.

As a result, the Company recognized an intangible asset impairment charge of $ 205.0 million related to the Company’s indefinite-lived trade name, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

While there was no single determinative event or factor, the factors that led to the impairment were the same circumstances outlined in the goodwill fiscal year 2022 impairment discussion above.

Long-Lived Assets

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Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

The portion of the cash settlement up to the acquisition date fair value of the contingent consideration is classified as “Contingent consideration payments” in cash flows from financing activities, and amounts paid in excess of the acquisition date fair value are classified as “Other accrued expenses and other liabilities” in cash flows from operating activities in the Consolidated Statements of Cash Flows.

The Company has obligations under various real estate leases, equipment leases, and software license agreements.

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Classification of the leases between financing and operating leases is determined by assessing whether the lease transfers ownership of the asset to the Company, the lease grants an option for the Company to purchase the underlying asset, the lease term is for the majority of the asset’s remaining economic life, or if the minimum lease payments equal or substantially exceed all of the leased asset’s fair market value.

The Company receives tenant improvement allowances from some of the landlords of its leased properties.

The tenant improvement allowances that are expected to be received are included in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset and amortized over the applicable lease terms.

As of December 31, 2025, the Company's finance leases were not material.

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

The Company’s restructuring charges consist of settlement charges and special termination benefits associated with the VERP and 2024 RIF.

The Company’s restructuring charges consist of settlement charges and special termination benefits associated with the VERP and 2024

One-time termination benefits are expensed at the time the VERP participants accept the offer or the Company notifies the 2024 RIF participants, and the amounts can be reasonably estimated.

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Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to the Company's European joint venture (prior to the deconsolidation during fiscal year 2023).

Brokerage services revenues are primarily outsourced sales and services for branded 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.

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

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

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

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European joint venture (1)

Total Branded Services revenue

Total Branded Services revenues

Experiential Services

Experiential services

Total Experiential Services revenue

Total Experiential Services revenues

Retailer Services

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Agency services

Total Retailer Services revenue

Total Retailer Services revenues

Total revenues

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

The Company is party to certain client contracts that include variable consideration, whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred, and performance incentive bonuses.

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The Company generally earns commission revenues from headquarter relationship management, analytics, insights and intelligence, e-commerce, administration, private label development and retail services arrangements.

As part of these arrangements, the Company provides a variety of services to consumer goods manufacturers in order to improve the manufacturer’s sales at retailers.

As part of these arrangements, the Company provides a variety of services to CPG manufacturers in order to improve the manufacturer’s sales at retailers.

This includes primarily outsourced sales, business development, category and space management, relationship management, and sales strategy services.

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Estimates are based on historical experience and current facts known during the reporting period.

Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved.

The Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved.

When such probable threshold is not satisfied, the Company will constrain some or all of the variable consideration and the constrained variable consideration will not be recognized as revenues.

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Equity-based Compensation

The Company measures the cost of non-employee services received in exchange for an award of equity instruments based on the measurement date fair value consistent with the vesting of the awards and measuring the fair value of these units at the end of each measurement period.

The cost is recognized over the requisite service period.

The Company measures the cost of non-employee services received in exchange for an award of equity instruments based on the measurement date fair value.

The cost is amortized over the requisite service period.

The Company’s equity-based compensation is based on grant date fair value.

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The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model.

The fair value for stock-settled restricted stock units (“RSUs”) and performance stock units (“PSUs”) are based on the Company’s stock price on the date of grant.

The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards.

The fair value for stock-settled restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”) are based on the Company’s stock price on the date of grant.

The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of option-based awards.

The assumptions used in the Company's option-pricing model represent management’s best estimates.

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If factors change and different assumptions are used, the Company's stock-based compensation expense could be materially different in the future.

These assumptions are estimated as follows:

Fair Value of Common Stock .

Represents the publicly quoted price as the fair value of ADV common stock.

Risk-Free Interest Rate .

The Company based the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S.

Treasury zero-coupon issues with an equivalent term of options for each option group.

Expected Term .

The expected term represents the period that the stock-based awards are expected to be outstanding.

Because of the limitations on the sale or transfer or the Company's common stock as a previously privately held company, the Company does not believe its historical exercise pattern for similar awards is indicative of the pattern the Company will experience as a publicly traded company.

For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method.

The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.

Management determined the price volatility factor based on the historical volatilities of a relevant peer group as the Company did not have a sufficient trading history of common stock.

Industry peers consist of several public companies that provide similar services with comparable characteristics including enterprise value, risk profiles and position within the industry.

The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company's own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

Dividend Yield .

The expected dividend assumption is based on expectations about the Company's anticipated dividend policy.

The Company currently does not expect to issue any dividends.

These assumptions include:

(i) the fair value of ADV common stock, (ii) risk-free interest rate, (iii) expected term of the option, (iv) historical volatility of ADV common stock, and (v) anticipated dividend yield.

The Company recognizes compensation costs for awards with service vesting conditions on an accelerated method under the graded vesting method over the requisite service period of the award, which is generally the vesting term of three years.

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Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging .

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and on the date of issuance and for liability-classified awards, remeasured to fair value at each balance sheet date thereafter.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for

equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized in “Change in fair value of warrant liabilities” in the Consolidated Statements of Operations and Comprehensive Loss.

Based on the availability of sufficient observable information, the Company determines the fair value of the liability classified private placement warrants by approximating the value with the price of the public warrants at the respective period end, which is inherently less subjective and judgmental given it is based on observable inputs.

Other Comprehensive Loss

The Company’s comprehensive loss includes net income (loss) as well as foreign currency translation adjustments, net of tax.

The Company accounted for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging .

Changes in the estimated fair value of the warrants were recognized in “Change in fair value of warrant liabilities” in the Consolidated Statements of Operations and Comprehensive Loss.

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

As of the expiration date, the warrants had no intrinsic value and a fair value of zero .

Accordingly, the Company’s liability balance related to the warrants was fully extinguished as of December 31, 2025.

Other Comprehensive Income (Loss)

The Company’s comprehensive income (loss )includes net loss as well as foreign currency translation adjustments, net of tax.

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

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Recent Accounting Standards Adopted by the Company

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires entities to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the CODM.

The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted.

The Company adopted the standard retrospectively.

Refer to Note 17— Operating Segments and Geographic Information for additional information on the Company’s reportable segments.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard is effective for the Company beginning in fiscal year 2025, 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 2023-09 on the consolidated financial statements and related disclosures.

In March 2024, the Securities and Exchange Commission (“SEC”) adopted final climate-related disclosure rules under SEC Release Nos.

33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors .

The rules require disclosure of governance, risk management and strategy related to material climate-related risks as well as disclosure of material greenhouse gas emissions in registration statements and annual reports.

In addition, the rules require presentation of certain material climate-related disclosures in the annual consolidated financial statements.

On April 4, 2024, the SEC voluntarily stayed the effective date of the final rules pending completion of judicial review following legal challenges.

The disclosure requirements will apply to the Company beginning with fiscal year 2025, pending resolution of the stay.

The Company is currently evaluating the impact of the rules on the consolidated financial statements and related disclosures.

The standard is effective for the Company beginning in fiscal year 2025.

The Company adopted the standard prospectively, as of December 31, 2025.

Refer to Note 16— Income Taxes for additional information.

In November 2025, the FASB issued ASU 2025‑09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”), which provides targeted updates intended to improve the application of hedge accounting and better align financial reporting with entities’ risk management activities.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

The Company early adopted the standard prospectively as of December 31, 2025.

The adoption of ASU 2025-09 did not have a material impact on the consolidated financial statements and related disclosures.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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ASU 2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

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

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted and application on a prospective or retrospective basis.

The Company is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect incremental and iterative development methods.

The amendments remove prescriptive development stages and require capitalization of software costs once management has authorized and committed to funding the project and it is probable the project will be completed and the software will be used as intended.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted and application on a prospective, modified retrospective, or retrospective basis.

The Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements and related disclosures.

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

Discontinued Operations, Deconsolidation of European Joint Venture, Divestitures and Acquisitions

Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture

Discontinued Operations

The Company classifies a business that has been disposed of or is classified as held for sale as a discontinued operation when the criteria prescribed by FASB ASC 205, Presentation of Financial Statements are met.

While the 2023 Divestitures did not previously qualify for presentation as discontinued operations, the Company concluded that, in the aggregate, the sales of these businesses along with the 2024 Divestitures (collectively, the “discontinued operations” that are all part of the divestiture plan) met the criteria for discontinued operations presentation as their dispositions represent a strategic shift that has had a major effect on the Company's operations and financial results.

As a result, each of these businesses has been reclassified to discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Balance Sheets and Consolidated Statements of Cash Flows for all periods presented.

The 2023 Divestitures (as described below) along with the 2024 Divestitures (as described below) (collectively, the “discontinued operations” that are all part of the divestiture plan) met the criteria for discontinued operations presentation as their dispositions represent a strategic shift that has had a major effect on the Company's operations and financial results.

As part of the agreements for certain divestitures, the Company has agreed to provide certain transitional services as detailed within respective transition services agreements for a period of time after sale.

Income and expenses related to these transitional services are immaterial and are reported in “Net loss from continuing operations” on the Consolidated Statements of Operations and Comprehensive Loss.

The following table presents the summarized balance sheet of discontinued operations.

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

(in thousands)

December 31, 2023

Carrying amounts of major classes of assets

Cash and cash equivalents

Accounts receivable, net of allowance for expected credit losses of $ 2,834

Prepaid and other current assets

Property and equipment, net

Other intangible assets, net

Investments in unconsolidated affiliates

Total assets of discontinued operations (1)

Carrying amounts of major classes of liabilities

Current portion of long-term debt

Accounts payable

Accrued compensation and benefits

Other accrued expenses

Deferred revenues

Long-term debt, net of current portion

Other liabilities

Total liabilities of discontinued operations (1)

Total net assets of the disposal group classified as discontinued operations

(1) Certain assets and liabilities from discontinued operations are classified as noncurrent at December 31, 2023 as they did not previously meet the held-for-sale criteria at that date.

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

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Net income from discontinued operations, net of tax

net income (loss) from discontinued operations attributable to noncontrolling interest, 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.

The following table provides a summary of the cash flows from discontinued operations:

The following table provides a summary of the cash flows from continuing and discontinued operations:

Year Ended December 31,

(in thousands)

Net cash provided by operating activities from continuing operations

Net cash provided by operating activities from discontinued operations

Net cash provided by operating activities

Net cash provided by (used in) investing activities from continuing operations

Net cash used in investing activities from discontinued operations

Net cash provided by (used in) investing activities

Net cash used in financing activities from continuing operations

Net cash used in financing activities from discontinued operations

Net cash used in financing activities

Net effect of foreign currency changes on cash from continuing operations

Net effect of foreign currency changes on cash from discontinued operations

Net effect of foreign currency changes on cash

Net change in cash, cash equivalents and restricted cash from continuing operations

Net change in cash, cash equivalents and restricted cash from discontinued operations

Net change in cash, cash equivalents and restricted cash

2025 Divestitures

On January 31, 2024, the Company sold a collection of foodservice businesses, previously classified as held for sale (as current assets) as of December 31, 2023 (collectively with the other businesses disposed during the twelve months ended December 31, 2024, the “2024 Divestitures”).

On December 17, 2025, the Company sold its digital user‑experience design and prototyping business, which operated within the Company’s Branded Agencies reporting unit.

As part of the divestiture, the Company received $ 22.0 million in cash proceeds at closing, subject to working capital adjustments.

In addition, the Company is eligible to receive contingent consideration of up to $ 4.0 million in the aggregate based on the achievement of specified gross profit thresholds for the 2026 and 2027 performance periods.

The estimated fair value of the contingent consideration as of the transaction date was $ 2.0 million, determined using Level 3 inputs, primarily discounted cash flow assumptions.

The Company recognized a gain on the divestiture of $ 19.0 million during the year ended December 31, 2025.

The disposed business did not represent a strategic shift that would have a major effect on the Company’s operations or financial results and therefore remains classified within continuing operations.

2024 Divestitures

On January 31, 2024, the Company sold a collection of foodservice businesses, previously classified as held for sale (as current assets) as of December 31, 2023 (collectively with the other businesses disposed during the year ended December 31, 2024, the “2024 Divestitures”).

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.

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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 flow.

The investment is reported in “Investments in unconsolidated affiliates” on the Consolidated Balance Sheets and an immaterial amount of equity income (loss) reported in “Income from equity method investments” on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

The sale of the remaining ownership interest did not represent a strategic shift that would have a major effect on the Company’s operations or financial results .

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 Consolidated Statements of Operations and Comprehensive Income (Loss).

The investment was reported in “Investments in unconsolidated affiliates” on the Consolidated Balance Sheets and an immaterial amount of equity income (loss) reported in “Income from equity method investments” on the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2025.

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

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

During the third fiscal quarter of 2025, the Company received approximately $ 22.5 million in cash related to the first installment.

Subsequent to December 31, 2025, the Company received the second installment of approximately $ 27.5 million.

The second installment is reflected within ‘Prepaid expenses and other current assets’ in the Consolidated Balance Sheets as of December 31, 2025.

The portion of the cash settlement up to the acquisition date fair value of the contingent consideration is classified as “'Proceeds from divestitures” in cash flows from investing activities in the Consolidated Statements of Cash Flows.

During the fourth quarter of 2025, the Company identified an immaterial misstatement in the presentation of the deferred proceeds received, from the buyer, related to the sale of Jun Group that were presented as cash inflows from financing activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.

Upon further review, the Company determined that these proceeds in the amount of $ 22.5 million should have been presented as cash inflows from investing activities, which has been corrected in the accompanying consolidated statement of cash flows for the year ended December 31, 2025.

The Company evaluated the materiality of the misstatement and concluded that it was immaterial to the previously issued interim financial statements taken as a whole.

Although the Company has determined that this misstatement was not material, the Company is revising the previously issued interim financial statements to correct the presentation, which revision will be effected in connection with its future filing of Form 10-Q in 2026.

During the year ended December 31, 2024, the Company recorded a gain from the 2024 Divestitures of $ 95.1 million as a component of “Net income from discontinued operations, net of tax” in the Consolidated Statements of Operations and Comprehensive Loss.

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The Company compared a weighted average of the output from the income and market approaches to compute the fair value of ASL.

The assumptions in the income and market approach are based on significant inputs not

observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in Note 1—O rganization and Significant Accounting Policies ).

The assumptions in the income and market approach are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in Note 1—O rganization and Significant Accounting Policies ).

The difference between the carrying value of the assets and liabilities of ASL that were deconsolidated and the fair value of the continuing investment, as determined at the date of deconsolidation, was $ 58.9 million, before tax, and this gain on deconsolidation is reflected within the Company’s Consolidated Statements of Operations and Other Comprehensive Loss for the year ended December 31, 2023.

As a result of the ASL deconsolidation, the Company determined a triggering event occurred for the sales indefinite-lived trade name and an intangible asset impairment charge of $ 43.5 million was recorded.

As part of the Company derecognizing ASL, the Company attributed $ 18.2 million of the former Sales reporting unit goodwill to that business, which was derecognized and reflected in the calculated gain on sale.

As part of the Company derecognizing ASL, the Company attributed $ 18.2 million of the former Sales reporting unit

goodwill to that business, which was derecognized and reflected in the calculated gain on sale.

The Company determined that the remaining former Sales reporting unit goodwill was not impaired.

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The Company received $ 21.1 million of proceeds, net of transaction fees and holdbacks.

2022 Acquisitions

The Company acquired four businesses during the year ended December 31, 2022.

The acquisitions were accounted for under the acquisition method of accounting.

As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values.

Assets acquired and liabilities assumed in the business combinations were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date.

The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill.

The results of operations of each acquired business has been included in the Consolidated Statements of Operations and Comprehensive Loss since its respective date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $ 75.5 million, which includes $ 74.2 million paid in cash, $ 0.5 million recorded as contingent consideration liabilities, and $ 0.8 million recorded as holdback amounts.

Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and are recorded at fair value.

The maximum potential payment outcome related to the acquisitions was $ 1.6 million.

The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise.

Of the resulting goodwill relating to these acquisitions, $ 1.0 million is deductible for tax purposes.

The fair values of the identifiable assets and liabilities of the acquisitions less post-close adjustments related to working capital completed during the year ended December 31, 2022, as of the applicable acquisition dates, are as follows:

(in thousands)

Consideration:

Fair value of contingent consideration

Total consideration

Recognized amounts of identifiable assets acquired and liabilities assumed:

Accounts receivable

Identifiable intangible assets

Accounts payable

Deferred tax liabilities and other

Total liabilities

Redeemable noncontrolling interest

Noncontrolling interest

Total identifiable net assets

Goodwill arising from acquisitions

The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives.

The fair value and estimated useful lives of the intangible assets acquired are as follows:

(in thousands)

Weighted Average Useful Life

Client relationships

Total identifiable intangible assets

The operating results of the businesses acquired during the year ended December 31, 2022 contributed total revenues of $ 35.2 million during the year ended December 31, 2022.

The Company has determined that the presentation of net income (loss) from the date of acquisition is impracticable due to the integration of the operations upon acquisition.

During the year ended December 31, 2022, the Company incurred $ 0.8 million in transaction costs related to the acquisitions described above.

These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Goodwill and Intangible Assets

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Retailer Services

Gross carrying amount as of December 31, 2022

Accumulated impairment charge

Balance at January 1, 2023

Measurement period adjustments

Deconsolidation of subsidiaries

Foreign exchange translation effects

Balance at December 31, 2023

Gross carrying amount at December 31, 2023

Impairment charge

Balance at December 31, 2024

Gross carrying amount at December 31, 2024

Impairment charge

Gross carrying amount at December 31, 2025

In connection with the Company’s annual impairment assessment performed as of October 1, 2025, the Company concluded that the estimated fair value of the Branded Services and Merchandising reporting units were below their carrying amount.

The decline in estimated fair value primarily reflected higher discount rates driven by increases in market-based inputs, including risk-free rates and equity risk premiums, as well as updated valuation multiples for comparable publicly traded companies.

The assessment also incorporated revised prospective financial information reflecting current expectations for revenue growth, margin performance, and operating cost trends.

As a result, the Company recorded non-cash goodwill impairment charges of $ 13.1 million and $ 23.5 million for the Branded Services and Merchandising reporting units, which fully eliminated the remaining goodwill associated with both reporting units.

These charges are reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2025, the Branded Services, Experiential Services, and Retailer Services segments had accumulated impairment charges of $ 969.0 million, $ 308.2 million, and $ 1,012.1 million, respectively.

As of December 31, 2024, the Branded Services, Experiential Services, and Retailer Services segments had accumulated impairment charges of $ 955.8 million, $ 308.2 million, and $ 988.6 million, respectively.

Based on the annual goodwill impairment assessment performed as of October 1, 2025, no impairment charges were recorded for the Experiential Services or Retailer Agencies reporting units.

During the second quarter of fiscal year 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit.

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This charge is reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.

As a result of this charge, the Branded Services segment had accumulated impairment losses to goodwill of $ 955.8 million as of December 31, 2024.

During the fiscal year ended December 31, 2022, the Company recognized goodwill impairment charges of $ 1,367.5 million as a result of the Company’s annual evaluation of goodwill impairment test (as further described in Note 1 —O rganization and Significant Accounting Policies ).

Accumulated impairment losses to goodwill were $ 2,252.7 million and $ 2,019.5 million as of December 31, 2024 and 2023, respectively.

result of this charge, the Branded Services segment had accumulated impairment losses to goodwill of $ 955.8 million as of December 31, 2024.

The following tables set forth information for intangible assets:

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Total amortization expense

The Company records all intangible assets at their respective fair values and assesses the estimated useful lives of the assets at the time of acquisition.

The Company records intangible assets at their respective fair values and assesses the estimated useful lives of the assets at the time of acquisition.

Client relationships were valued using the multi-period excess earnings method under the income approach.

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Amortization expenses included in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023 were $ 171.6 million , $ 177.3 million, and $ 186.8 million, respectively.

During the fourth quarter of December 31, 2025, the Company recognized an intangible asset impairment charge of $ 167.1 million related to the Company's indefinite-lived trade name, in connection with the Company’s annual impairment assessment.

During the fourth quarter of December 31, 2024, the Company recognized an intangible asset impairment charge of $ 42.0 million as a result of the triggering event for the Branded Services reporting unit.

During the year ended December 31, 2023, the Company recognized an intangible asset impairment charge of $ 43.5 million related to the Company's indefinite-lived trade name, in connection with the Company’s deconsolidation of its European joint venture and planned disposition of its foodservice businesses (as further described in Note 1 —O rganization and Significant Accounting Policies and Note 2— Discontinued Operations, Deconsolidation of European Joint Venture, Divestitures and Acquisitions ).

During the year ended December 31, 2022, the Company recognized intangible asset impairment charges of $ 205.0 million related to the Company's indefinite-lived trade name in connection with the Company’s annual intangible asset impairment test on October 1, 2022 (as further described in Note 1 —O rganization and Significant Accounting Policies ).

During fiscal year 2022, the Company concluded the impact of challenges in the labor market and continued inflationary pressures was an indicator that impairment may exist related to its client relationship intangible assets and as a result, the Company performed a recoverability test and determined that there was no impairment.

During the year ended December 31, 2023, the Company recognized an intangible asset impairment charge of $ 43.5 million related to the Company's indefinite-lived trade name, in connection with the Company’s deconsolidation of its European joint venture and planned disposition of its foodservice businesses (as further described in Note 1 —O rganization and Significant Accounting Policies and Note 2— Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture.

Prepaid Expenses and Other Assets

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Prepaid expenses

Interest rate collars and caps

Prepaid income taxes

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Total other assets

Property and Equipment

Property and equipment consist of the following:

Property, Equipment and Capitalized Software

Property, equipment and capitalized software consist of the following:

(in thousands)

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Total property and equipment

accumulated depreciation

accumulated depreciation and amortization

Total property and equipment, net

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Other accrued expenses consist of the following:

Year Ended December 31,

(in thousands)

Accrued interest payable

Contingent consideration

Operating lease liabilities

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Employee medical self-insurance reserves

Accrued restructuring and reorganization

Accrued contractual termination benefits

Other accrued expenses

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As of December 31, 2024 , $ 25.7 million and $ 33.7 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively.

In connection with its deductible limits, the Company has standby letters-of-credit in the amount of $ 44.1 million as of December 31, 2024 and 2023, respectively, and $ 15.0 million and $ 16.0 million surety bond as of such years supporting the estimated unpaid claim liabilities.

Contingent Consideration Liabilities

Each reporting period, the Company measures the fair value of its contingent liabilities by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations.

Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

The Company has reassessed the fair value of contingent consideration based on the achievement of performance targets as defined in the respective purchase agreements and it resulted in fair value adjustments of $ 1.7 million and $ 11.2 million losses that are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 , there were no contingent consideration liabilities outstanding.

The following table summarizes the changes in the carrying value of the contingent consideration liabilities:

(in thousands)

Beginning of the period

Changes in fair value

End of the period

In connection with its deductible limits, the Company has standby letters-of-credit in the amount of $ 62.0 million and $ 44.1 million as of December 31, 2025 and 2024 , respectively, and $ 13.2 million and $ 15.0 million surety bond as of such years supporting the estimated unpaid claim liabilities.

Restructuring

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During fiscal year 2024, the Company offered a VERP to certain eligible U.S.-based employees.

During the year ended December 31, 2024, the Company recorded $ 20.1 million of settlement charges and special termination benefits in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

During the years ended December 31, 2025 and 2024 , the Company recorded $ 0.6 million and $ 20.1 million, respectively, of settlement charges and special termination benefits in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

2024 Restructuring Program (“2024 RIF”)

In September 2024, the Company announced a cost savings program to improve operational performance and align cost structures consistent with revenue levels associated with business changes, which includes termination benefits associated with a reduction-in-force substantially completed in fiscal year 2024.

During the year ended December 31, 2024, the Company recorded $ 9.9 million of settlement charges and special termination benefits in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

During the years ended December 31, 2025 and 2024 , the Company recorded $ 0.3 million and $ 9.9 million, respectively, of settlement charges and special termination benefits in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2024, $ 14.1 million of the Company’s restructuring charges were included in “Other accrued expenses” in the Consolidated Balance Sheets.

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Balance at December 31, 2024

Cash payments

Balance at December 31, 2025

The following table summarizes the Company’s restructuring expense by segment:

Year Ended December 31,

(in thousands)

December 31, 2024

Branded Services

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Term Loan Facility

Senior Secured Notes

6.5 % Senior Secured Notes due 2028

Total long-term debt

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Senior Secured Credit Facilities

Effective October 28, 2020, Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company (the “Borrower”), entered into (i) a senior secured asset-based revolving credit facility (“ABL Revolving Credit Agreement”) in an aggregate principal amount of up to $ 400.0 million, subject to borrowing base capacity (as amended and/or restated from time to time, the “Revolving Credit Facility”) and (ii) a secured first lien term loan credit facility (“First Lien Credit Agreement”) in an aggregate

principal amount of $ 1.325 billion (as amended and/or/restated from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).

Effective October 28, 2020, Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company (the “Borrower”), entered into (i) a senior secured asset-based revolving credit facility (as amended and/or restated from time to time, the “Revolving Credit Facility”) and (ii) a secured first lien term loan credit facility (“First Lien Credit Agreement”) in an aggregate principal amount of $ 1.325 billion (as amended and/or/restated from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).

Revolving Credit Facility

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dollars or Canadian dollars.

Bank of America, N.A.

( “Bank of America”) , will act as administrative agent and collateral agent.

The Revolving Credit Facility matures five years after the date the Company enters into the Company's Revolving Credit Facility.

The Revolving Credit Facility matures December 2, 2027.

The Borrower may use borrowings under the Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.

Borrowings under the Revolving Credit Facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable plus specified percentages of qualified cash, minus the amount of any applicable reserves.

Borrowings will bear interest at a floating rate, which can be either an adjusted Term SOFR or Alternative Currency Spread rate plus an applicable margin or, at the Borrower’s option, a base rate or Canadian Prime Rate plus an applicable margin.

Borrowings bear interest at a floating rate, which can be either an adjusted Term SOFR or Alternative Currency Spread rate plus an applicable margin or, at the Borrower’s option, a base rate or Canadian Prime Rate plus an applicable margin.

The applicable margins for the Revolving Credit Facility are 1.75 %, 2.00 % or 2.25 %, with respect to Term SOFR or Alternative Currency Spread rate borrowings and 0.75 %, 1.00 %, or 1.25 %, with respect to base rate or Canadian Prime Rate borrowings, in each case depending on average excess availability under the Revolving Credit Facility.

The Borrower’s ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, the Borrower’s delivery of prior written notice of a borrowing or issuance, as applicable, the Borrower’s ability to reaffirm the representations and warranties contained in the credit agreement governing the Revolving Credit Facility and the absence of any default or event of default thereunder.

The Borrower’s obligations under the Revolving Credit Facility are guaranteed by Karman Intermediate Corp.

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Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default.

On October 28, 2021, the Borrower and Holdings also entered into the First Amendment to the ABL Revolving Credit Agreement (the “ABL Amendment”), which amended the ABL Revolving Credit Agreement, dated October 28, 2020, by and among the Borrower, Holdings, the lenders from time-to-time party thereto and Bank of America, as administrative agent.

The ABL Amendment was entered into by the Borrower to amend certain terms and provisions, including (i) reducing the interest rate floor for Eurocurrency rate loans from 0.50 % to 0.00 % and base rate loans from 1.50 % to 1.00 %, and (ii) updating the provisions by which

Dollar LIBOR will eventually be replaced with SOFR or another interest rate benchmark to reflect the most recent standards and practices used in the industry.

The ABL Amendment was deemed to be a modification of the Revolving Credit Facility for accounting purposes.

On December 2, 2022, the Borrower, Holdings and certain of the Borrower’s subsidiaries, entered into the Second Amendment to ABL Revolving Credit Agreement (the “Second Amendment”), which amends the ABL Revolving Credit Agreement, by and among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, and the other parties thereto.

The Second Amendment was entered into by the Borrower to amend certain terms and provisions of the Revolving Credit Facility, including, among other things:

(i) increasing the aggregate amount of maximum revolving commitments available from $ 400.0 million to $ 500.0 million;

(ii) replacing the Eurocurrency Rate interest rate metric with a metric based on Term SOFR (as defined in the Second Amendment), whereby applicable borrowings in United States dollars will bear interest at a floating rate based on Term SOFR plus an applicable margin;

(iii) reducing each applicable interest rate pricing tier based on the Average Historical Excess Availability (as defined therein) with respect to Term SOFR borrowings, Alternative Currency borrowings, base rate borrowings and Canadian Prime Rate borrowings, in each case for each pricing tier by 0.25 % per annum;

and (iv) extending the scheduled maturity date of the borrowings to December 2, 2027.

As of December 31, 2025 and 2024 , there were no amounts due under the Revolving Credit Facility.

During the fiscal year ended December 31, 2024, the Company had no borrowings or repayments under the Revolving Credit Facility.

During the fiscal year ended December 31, 2023, the Company had borrowings and repayments under the Revolving Credit Facility of $ 40.0 million each.

During the fiscal year ended December 31, 2025, the Company had borrowings and repayments under the Revolving Credit Facility $ 90.0 million each.

During the fiscal year ended December 31, 2024 , the Company had no borrowings and repayments under the Revolving Credit Facility.

During the fiscal year ended December 31, 2023, the Company had borrowings and repayments under the Revolving Credit Facility of $ 40.0 million each.

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

The Company did no t make any voluntary repurchases of its Term Loan Facility during the year ended December 31, 2025.

The Company voluntarily repurchased an aggregate of $ 29.8 million principal amount of its Term Loan Facility during the year ended December 31, 2024 .

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Such events of default will include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, change of control and other customary events of default.

On October 28, 2021, the Borrower, together Holdings and certain of the Borrower’s subsidiaries, entered into Amendment No.

1 to the First Lien Credit Agreement (the “First Lien Amendment”), which amended the Term Loan Facility, dated October 28, 2020, by and among the Borrower, Holdings, Bank of America, as administrative agent and collateral agent, each lender party from time to time thereto, and the other parties thereto.

The First Lien Amendment was entered into by the Borrower to reduce the applicable interest rate on the term loan from 5.25 % to 4.50 % per annum.

Additional terms and provisions amended include (i) resetting the period for six months following October 28, 2021 in which a 1.00 % prepayment premium shall apply to any prepayment of the term loan in connection with certain repricing events, and (ii) updating the provisions by which U.S.

Dollar LIBOR will eventually be replaced with SOFR or another interest rate benchmark to reflect the most recent standards and practices used in the industry.

Th e First Lien Amendment was deemed to be a modification of the Term Loan Facility for accounting purposes.

In May 2023, the Company amended the Term Loan Facility to replace the U.S.

Dollar LIBOR provisions with SOFR, effective June 30, 2023.

In April 2024 (the “Third Lien Amendment Effective Date”), the Company amended the Term Loan Facility (the “Third Lien Amendment”) to (i) 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;

and (ii) reset the period for six months following the Third Lien Amendment Effective Date in which a 1.00 % prepayment premium shall apply to any prepayment of the term loans in connection with a Repricing Event (as defined in the amended First Lien Credit Agreement).

The First Lien Amendment and Third Lien Amendment were deemed to be modifications of the Term Loan Facility for accounting purposes.

Senior Secured Notes

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(the “Issuer”), with the Issuer continuing as the surviving entity and assuming the obligations of Finco.

The Notes were sold to certain financial institutions and the Notes were then resold to certain non-U.S.

persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 100 % of their principal amount.

The terms of the Notes are governed by an Indenture, dated as of October 28, 2020 (the “Indenture”), among Finco, the Issuer, the guarantors named therein (the “Notes Guarantors”) and Wilmington Trust, National Association, as trustee and collateral agent.

Interest and maturity

Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021 .

The Notes will mature on November 15, 2028 .

Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, maturing on November 15, 2028 .

The Notes are guaranteed by Holdings and each of the Issuer’s direct and indirect wholly owned material U.S.

subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholds of aggregate assets and revenues of Canadian subsidiaries) that is a borrower or guarantor under the Term Loan Facility.

Security and ranking

The Notes and the related guarantees are the general, senior secured obligations of the Issuer and the Notes Guarantors, are secured on a first-priority pari passu basis by security interests on the fixed asset collateral (equal in priority with liens securing the Term Loan Facility), and are secured on a second-priority basis by security interests on the current asset collateral (second in priority to the liens securing the Revolving Credit Facility and equal in priority with liens securing the Term Loan Facility), in each case, subject to certain limitations and exceptions and permitted liens.

The Notes and related guarantees rank (i) equally in right of payment with all of the Issuer’s and the Guarantors’ senior indebtedness, without giving effect to collateral arrangements (including the Senior Secured Credit Facilities) and effectively equal to all of the Issuer’s and the Guarantors’ senior indebtedness secured on the same priority basis as the Notes, including the Term Loan Facility, (ii) effectively subordinated to any of the Issuer’s and the Guarantors’ indebtedness that is secured by assets that do not constitute collateral for the Notes to the extent of the value of the assets securing such indebtedness and to indebtedness that is secured by a senior-priority lien, including the Revolving Credit Facility to the extent of the value of the current asset collateral and (iii) structurally subordinated to the liabilities of the Issuer’s non-Guarantor subsidiaries.

Optional redemption for the Notes

The Notes are redeemable on or after November 15, 2023 at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest.

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During the year ended December 31, 2025 , the Borrower repurchased Notes with a par value of $ 20.0 million for $ 18.2 million.

The Company recognized a gain on the repurchase of the Notes of $ 9.6 million for the year ended December 31, 2024, as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

The Company recognized a gain on the repurchase of the Notes of $ 4.0 million for the year ended December 31, 2023, as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

Restrictive covenants

The Company recognized gains on the repurchase of the Notes of $ 1.8 million, $ 9.6 million and $ 4.0 million for the years ended December 31, 2025, 2024 and 2023, respectively, as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

The Notes are subject to covenants that, among other things limit the Issuer’s ability and its restricted subsidiaries’ ability to:

incur additional indebtedness or guarantee indebtedness;

pay dividends or make other distributions in respect of, or repurchase or redeem, the Issuer’s or a parent entity’s capital stock;

pay dividends or make other distributions in respect of, or repurchase or

redeem, the Issuer’s or a parent entity’s capital stock;

prepay, redeem or repurchase certain indebtedness;

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and consolidate, merge or sell all or substantially all of the Issuer’s assets, except as permitted under the terms of the Notes.

Most of these covenants will be suspended on the Notes when they have investment grade ratings from both Moody’s Investors Service, Inc.

and S&P Global Ratings and so long as no default or event of default under the Indenture has occurred and is continuing.

Events of default

The following constitute events of default under the Notes, among others:

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Payments under the Company’s lease arrangements are primarily fixed.

However, certain lease agreements contain variable costs, which are expensed as incurred and

not included in the calculation of the Company’s right-of-use assets and related liabilities for those leases.

However, certain lease agreements contain variable costs, which are expensed as incurred and not included in the calculation of the Company’s right-of-use assets and related liabilities for those leases.

These costs typically include real estate taxes, common area maintenance and utilities for which the Company is obligated to pay under the terms of those leases.

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Weighted-average discount rate

Maturities of lea se liabilities as of December 31, 2024 were as follows:

Maturities of lease liabilities as of December 31, 2025 were as follows:

(in thousands)

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These models use discounted cash flows that utilize market-based forward swap curves commensurate with the terms of the underlying instruments.

As of December 31, 2023, the contingent consideration liabilities are Level 3 liabilities with the related fair values based on significant unobservable inputs and probability weightings in using the income approach.

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.

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(in thousands)

Assets measured at fair value

Derivative financial instruments

Total assets measured at fair value

Liabilities measured at fair value

Warrant liability

Derivative financial instruments

Total liabilities measured at fair value

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Total assets measured at fair value

Liabilities measured at fair value

Warrant liability

Contingent consideration liabilities

Total liabilities measured at fair value

Interest Rate Collar and Agreements

The Company had interest rate collar and cap contracts with an aggregate notional value of principals of $ 850.0 million and $ 950.0 million as of December 31, 2024 and 2023 , respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

Interest Rate Collar and Cap Agreements

The Company had interest rate collar and cap contracts with an aggregate notional value of principals of $ 700.0 million as of December 31, 2025 and 2024 , from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

In July 2024, the Company entered into two interest rate collar contracts with a notional value of principal of $ 200.0 million each to manage the Company's exposure to potential interest rate increases that may result from fluctuation in SOFR.

The interest rate collar contracts were effective December 16, 2024 and will mature on April 5, 2027 and 2028.

In April 2023, the Company entered into two interest rate collar contracts in an aggregate notional amount of $300.0 million with a maturity date of April 5, 2026 to manage the Company's exposure to potential interest rate increases that may result from fluctuation in SOFR.

The fair value of the Company's outstanding interest rate collars and caps of $ 0.8 million and $ 26.3 million were included in “Prepaid expenses and other current assets” and “Other assets” in the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

During the years ended December 31, 2024 , 2023, and 2022, the Company recognized interest income of $ 5.3 million, $ 7.7 million and $ 43.8 million, respectively, related to changes in the fair value of its derivative instruments.

Warrant Liability

The warrant liability is stated at fair value at each reporting period with the change in fair value recorded on the Consolidated Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument.

The private placement warrants are classified as Level 2 based on the availability of sufficient observable information using the price of the public warrants as an indirectly observable quoted price in active markets to measure the fair value of the private placement warrants, which is inherently less subjective and judgmental given it is based on observable inputs.

On October 28, 2020, the Company recorded the initial warrant liability of the private placement warrants of $ 7.9 million.

Subsequently, the warrant liability was remeasured to fair value resulting in gains of $ 0.6 million, $ 0.3 million and $ 21.2 million

reflected in “Change in fair value of warrant liabilities” in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 , and 2023, 7,333,333 private placement warrants remained outstanding at a fair value of $ 0.1 million and $ 0.7 million, respectively.

2023, the Company entered into two interest rate collar contracts in an aggregate notional amount of $ 300.0 million with a maturity date of April 5, 2026 to manage the Company's exposure to potential interest rate increases that may result from fluctuation in SOFR.

As of December 31, 2025, the fair value of the Company's outstanding interest rate collars and caps of $ 0.5 million was included in “Other long-term liabilities” in the 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 were included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets.

Changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

During the year ended December 31, 2025 , the Company recognized interest expense of $ 1.3 million related to changes in the fair value of its derivative instruments.

During the years ended December 31, 2024, and 2023 , the Company recognized interest income of $ 5.3 million and $ 7.7 million, respectively, related to changes in the fair value of its derivative instruments.

Long-term Debt

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Investments in Unconsolidated Affiliates

The carrying value of the Company’s investments in unconsolidated affiliates accounted for under the equity method was $ 226.5 million and $ 210.8 million as of December 31, 2024 and 2023, respectively.

The investments as of December 31, 2024 and 2023 included the Company’s investment in ASL and Global Smollan Holdings (“GSH”).

The carrying value of the Company’s investments in unconsolidated affiliates was $ 234.1 million and $ 226.5 million as of December 31, 2025 and 2024, respectively.

The investments as of December 31, 2025 and 2024 are primarily comprised of the Company’s investment in ASL and Global Smollan Holdings (“GSH”).

The Company’s proportionate share in their net assets at December 31, 2025, and 2024 were $ 216.5 million and $ 212.6 million, respectively.

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The carrying value of the investment was not material as of December 31, 2025 and 2024.

ATV Investment

The Company also holds 9.9 % of the outstanding common shares of a subsidiary of a Japanese supermarket chain (“ATV”).

The Company does not have significant influence over ATV and, as a result, the Company elected the measurement alternative to value this equity investment without a readily determinable fair value.

The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured.

The carrying value of the investment was $ 5.2 million and $ 5.8 million as of December 31, 2024 and 2023, respectively.

Ceuta Holdings Limited

In November 2023, the Company entered into an agreement and sold all of its 8.8% investment in Ceuta Holdings Limited.

The Company recognized a loss on sale of investment of $4.2 million, as a component of “Income from equity method investments” in the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2023.

The Company received $4.3 million of its common stock in exchange for its investment.

Other Investments

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Upon the close of the transaction, the retained 7.5 % interest was recognized at fair value of $ 8.4 million.

During the year ended December 31, 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, recognized in “Gain on divestiture” within the Consolidated Statements of Operations and Comprehensive Loss.

The carrying value of the investment was $ 9.0 million as of December 31, 2024.

Stock-Based Compensation and Other Benefit Plans

The Company has nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Advantage Solutions Inc.

2020 Incentive Award Plan (the “Plan”).

The Company has nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Company’s 2020 Incentive Plan, as amended and restated (the “Plan”).

The Company’s RSUs and PSUs are expensed based on the fair value at the grant date .

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Performance Restricted Stock Units

PSUs granted in fiscal year 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 Adjusted EBITDA margin and cash earnings relative to specified targets will be measured each year over the three-year period of fiscal years 2024, 2025 and 2026, and an annual achievement percentage will be determined.

The annual achievement percentages for each of fiscal years 2024, 2025 and 2026 will be averaged following the completion of the three-year performance period to determine the final achievement percentage.

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 % 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, 2022 and 2021 are subject to achievement of certain performance conditions based on the Company’s revenues (“PSU Revenues”) and Adjusted EBITDA (“PSU 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 Goals, Target Goals and Maximum Goals 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 fiscal year 2026, the HCC determined the year one achievement percentage for PSUs granted in fiscal year 2025 was not met, with two years remaining in the performance period.

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 % .

During the first quarter of fiscal year 2026, the HCC determined the year two achievement percentage for PSUs granted in fiscal year 2024 had not been met, with one year remaining in the performance period.

PSUs granted in fiscal years 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 Goals 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

The following table presents the number of PSUs that would potentially be issued upon achievement of performance criteria at threshold, target and maximum along with the maximum potential expense if the Maximum Goals were met for these awards.

Recognition of

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

Weighted Average Grant Date Fair Value Per Share

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Outstanding at December 31, 2025 (2)

(1) 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.

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.

During the first quarter of fiscal year 2024, the Human Capital Committee determined that the achievement of the performance objectives applicable to the PSU EBITDA 2023 and PSU Revenues 2023 objectives were 150 % of Target Goals.

The value of these PSU awards above the Target Goals remain subject to additional performance requirements (i.e., the above target performance must be maintained in 2024 and 2025) and service-based vesting conditions.

The performance period for those PSU awards up to the Target Goals ended on December 31, 2023, but remain subject to service-based vesting conditions.

During the first quarter of fiscal year 2023, the Human Capital Committee determined that the achievement of the performance objective applicable to the PSU EBITDA 2022 objective did not meet the minimum threshold and the achievement of the performance objective applicable to the PSU Revenues 2022 objective was 83.2 % of Target Goals.

The performance period for those awards ended on December 31, 2022 but remain subject to service-based vesting conditions.

During the first quarter of fiscal year 2022, the Human Capital Committee determined that the achievement of the performance objective applicable to the PSU EBITDA 2021 objective was 64.6 % of target and the achievement of the performance objective applicable to the PSU Revenues 2021 objective was 126.2 % of target.

In the first quarter of fiscal year 2022, the Human Capital Committee determined that the PSU Revenues and PSU EBITDA metrics will be measured separately when determining whether above-target performance has been maintained for future year performance.

Such determination is applicable to the PSU grants made in fiscal years 2021 and in 2022.

As a result, the 26.2 % above-target performance on PSU Revenues for fiscal year 2021 must have been maintained in fiscal years 2022 and 2023 in order for the corresponding above-target PSUs to vest in January 2024.

During the first quarter of fiscal year 2024, the Human Capital Committee determined that there was no decline in performance with respect to PSU Revenues in fiscal years 2022 and 2023 and as a result, an amount equal to approximately 9.2 % of the target number of PSUs granted in January 2021 that were still outstanding vested in January 2024.

Under the provision of ASC 718, Compensation—Stock Compensation , the Company determined that the 2021 PSUs were modified as of March 11, 2022 related to 205,834 above-target PSU Revenues metrics.

The stock-based compensation expense for such modification was accounted for as a cancellation of the original award and the issuance of a new award using the fair value of the award on the date of modification.

(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

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Aggregate Intrinsic Value

(in thousands)

Outstanding at January 1, 2025

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As of December 31, 2025, the Company had approximately $ 4.9 million of total unrecognized compensation expense related to stock options, net of related forfeiture estimates, which the Company expects to recognize over a weighted-average period of approximately 2.0 years .

The weighted average remaining contractual term of all options outstanding as of December 31, 2024 was 7.4 years.

The intrinsic value of all outstanding options as of December 31, 2024 was $ 3.2 million based on the market price of the Company's common stock of $ 2.92 per share.

As of December 31, 2024 , there were 3.6 million stock options that were exercisable.

Employee Stock Purchase Plan

The Company provides compensation benefits to employees under the amended 2020 Employee Stock Purchase Plan, (the “ESPP”).

Employees have to satisfy one or more requirements before participating in the ESPP and not be subject to certain restrictions (e.g., “highly compensated employees” may not be granted rights to purchase stock under the ESPP).

The administrator may approve offerings with a duration of not more than 27 months and may specify one or more shorter purchase periods within each offering (“Offering Period”).

Each offering will have one or more purchase dates on which shares of the common stock will be purchased for the employees who are participating in the offering.

The administrator, in its discretion, will determine the terms of offerings under the ESPP.

Beginning with the July 1, 2024 purchase period, the ESPP permits participants to purchase shares of the common stock through payroll deductions with up to 10 % of their earnings.

The purchase price of the shares will not be less than 90 % of the fair market value

of the common stock on the date of purchase.

Payroll deductions shall be equal to at least one percent ( 1 %) of the participant’s compensation as of each payday of the Offering Period following the first date of each Offering Period (the “Enrollment Date”), but not more than the lesser of fifteen percent ( 15 %) of the participant’s compensation as of each payday of the Offering Period following the Enrollment Date or $ 10,000 per calendar year.

For purchase periods prior to July 1, 2024, the ESPP permitted participants to purchase shares of the common stock through payroll deductions with up to 15 % of their earnings.

The purchase price of the shares would not be less than 85 % of the lower of the fair market value of the common stock on the first day of an offering or on the date of purchase.

Payroll deductions were equal to at least one percent ( 1 %) of the participant’s compensation as of each payday of the Offering Period following the Enrollment Date, but not more than the lesser of fifteen percent ( 15 %) of the participant’s compensation as of each payday of the Offering Period following the Enrollment Date or $ 25,000 per offering period.

A participant may not transfer purchase rights under the ESPP other than by will, the laws of descent and distribution or as otherwise provided under the ESPP.

In the event of a specified corporate transaction, such as a merger or change in control, a successor corporation may assume, continue or substitute each outstanding purchase right.

If the successor corporation does not assume, continue or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date will be set.

The participants’ purchase rights will be exercised on the new exercise date and such purchase rights will terminate immediately thereafter.

The ESPP will remain in effect until terminated by the administrator in accordance with the terms of the ESPP.

The board of directors has the authority to amend, suspend or terminate the ESPP, at any time and for any reason.

Employee Benefit Plans

The Company sponsors 401(k) plans for certain employees who meet specified age and length of service requirements.

The 401(k) plans include a deferral feature under which employees may elect to defer a portion of their salary, subject to Internal Revenue Service limitations.

The Company sponsors a 401(k) plan for certain employees who meet specified age and length of service requirements.

The 401(k) plan include a deferral feature under which employees may elect to defer a portion of their salary, subject to Internal Revenue Service limitations.

The Company provides a matching contribution based on a percentage of participating employees’ salaries and contributions made.

Total contributions to the plan for the years ended December 31, 2025, 2024, and 2023 were $ 15.3 million, $ 11.7 million, and $ 12.5 million, respectively.

Class A Common Stock —The Company is authorized to issue 3,290,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote.

At December 31, 2024, there were 320,773,096 shares of Class A common stock legally issued and outstanding.

At December 31, 2023, there were 322,235,261 shares of Class A common stock legally issued and outstanding.

Preferred stock —The Company is authorized to issue 10,000,000 shares of preferred stock with no par value.

At December 31, 2024 and 2023, there was no preferred stock issued or outstanding.

Common stock held in treasury, at cost — On November 9, 2021, the Company announced that the board of directors authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 100.0 million of the Company’s Class A common stock.

Common stock held in treasury, at cost

On November 9, 2021, the Company announced that the board of directors authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 100.0 million of the Company’s Class A common stock.

The 2021 Share Repurchase Program does not have an expiration date, but provides for suspension or discontinuation at any time.

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The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and the Company is under no obligation to repurchase any specific number of shares.

During the years ended December 31, 2024 and 2023 , the Company executed open market purchases of $ 34.1 million and $ 6.4 million, respectively, of the Company ’ s Class A common stock under the 2021 Share Repurchase Program.

The Company did no t make any repurchases during the year ended December 31, 2022.

During the years ended December 31, 2025, 2024 , and 2023, the Company executed open market purchases of $ 0.9 million, $ 34.1 million, and $ 6.4 million, respectively, of the Company ’s Class A common stock under the 2021 Share Repurchase Program.

As of December 31, 2025 , there remains $ 46.2 million of share repurchase availability under the 2021 Share Repurchase Program.

In December 2023, the Company entered into a trading plan under Rule 10b5-1 of the Exchange Act authorizing the repurchase of shares of the Company’s Class A common stock.

From January 2, 2024 to April 24, 2024, the Company purchased 4.8 million shares of Class A common stock.

In June 2024, the Company entered into another trading plan under Rule 10b5-1 of the Exchange

Act authorizing the repurchase of shares of the Company’s Class A common stock.

From June 26, 2024 to August 13, 2024, the Company purchased 4.0 million shares of Class A common stock.

Warrants —As of December 31, 2024 and 2023, 11,244,988 public warrants were outstanding.

Each whole warrant entitles the holder to purchase one whole share of the Company’s Class A common stock at an exercise price of $ 11.50 per share, subject to adjustment.

Warrants may only be exercised for a whole number of shares of Class A common stock.

The warrants became exercisable on November 27, 2020 and will expire on October 28, 2025, or earlier upon redemption or liquidation.

As of December 31, 2024 and 2023, 7,333,333 private placement warrants were outstanding.

The private placement warrants are identical to the public warrants, except that the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants were not transferable, assignable or salable until November 27, 2020, subject to certain limited exceptions.

Additionally, the private placement warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees.

If the private placement warrants are held by someone other than the initial stockholders or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The Company may call the warrants for redemption:

• in whole and not in part;

• at a price of $ 0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption;

• if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

For cash or Class A common stock:

• in whole and not in part;

• at a price of $0.10 per warrant, provided that the warrant holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A common stock;

• upon a minimum of 30 days ’ prior written notice of redemption;

• if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders;

• if, and only if, an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after which written notice of redemption is given, or the Company has elected to require the exercise of the warrants on a “cashless” basis.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend.

Additionally, in the event of a recapitalization, reorganization, merger or consolidation, the kind and amount of shares of stock or other securities or property (including cash) issuable upon exercise of the warrants may be adjusted.

However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants shares.

Deconsolidation of ASL — As part of the deconsolidation of ASL, the $ 108.9 million noncontrolling interest was derecognized as reflected in the Consolidated Statements of Stockholders’ Equity.

Purchase of Interests —During the year ended December 31, 2022, the Company acquired a majority stake in an acquisition and received contributions from noncontrolling interest of $ 5.2 million.

The fair value of the noncontrolling interest was $ 1.0 million.

Dividend to noncontrolling interest —Certain of the Company’s subsidiaries may, from time to time, declare dividends.

There were no dividends related to the Company’s minority interests during the years ended December 31, 2024 , 2023 and 2022.

As of December 31, 2024 , 11,244,988 public warrants and 7,333,333 private placement warrants were outstanding.

Each whole warrant entitled the holder to purchase one whole share of the Company’s Class A common stock at an exercise price of $ 11.50 per share, subject to adjustment.

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

As of the expiration date, the warrants had no intrinsic value and a fair value of zero .

Accordingly, the Company had no liability balance related to the warrants as of December 31, 2025.

Deconsolidation of ASL

As part of the deconsolidation of ASL, the $ 108.9 million noncontrolling interest was derecognized as reflected in the Consolidated Statements of Stockholders’ Equity.

Earnings Per Share

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Basic earnings per share is calculated by dividing net loss 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 outstanding performance stock units, restricted stock units, public and private placement warrants, the employee stock purchase plan and stock options.

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.

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Basic earnings per share computation:

Net loss from continuing operations

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

net income from continuing operations attributable to noncontrolling interest

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Net income from discontinued operations, net of tax

net income (loss) from discontinued operations attributable to noncontrolling interest

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

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

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Diluted earnings per share computation:

Net loss from continuing operations

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

net income from continuing operations attributable to noncontrolling interest

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Net income from discontinued operations, net of tax

net income (loss) from discontinued operations attributable to noncontrolling interest

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

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

Weighted average common shares - diluted

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.

Diluted loss per common share from continuing operations

Diluted income per common share from discontinued operations

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.

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Related Parties

During the years ended December 31, 2024 and 2023, the Company had outstanding private placement warrants that allowed holders to purchase 7,333,333 shares of the Company’s common stock.

Such private placement warrants were held by Conyers Park II Sponsor, LLC (“CP Sponsor”), a related party.

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share.

Investment in Unconsolidated Affiliates

Transactions between the Company and ASL are considered to be related-party transactions from the date of deconsolidation.

During the years ended December 31, 2024 and 2023, revenues from ASL were not material and as of December 31, 2023, accounts receivable from ASL were not material.

During the years ended December 31, 2025 and 2024, revenues from ASL were not material and as of December 31, 2025 and 2024, accounts receivable from ASL were not material.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized revenues of $ 4.7 million , $ 9.3 million, and $ 22.2 million, respectively, from the parent company of an investment in unconsolidated affiliates.

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Loans to Karman Topco L.P.

Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company, entered into loan agreements with Topco, pursuant to which Topco has borrowed various amounts totaling $ 6.0 million from Advantage Sales & Marketing Inc.

to facilitate the payment to certain former employees for their equity interests in Topco.

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The loan is pre-payable at any time without penalty.

Other related parties

Other related party transactions

Beginning February 2023, an officer of the Company has served as a member of the board of directors of a client of the Company.

The Company recognized revenues from such client of $ 4.9 million and $ 4.4 million during the years ended December 31, 2024 and 2023, respectively.

Accounts receivable from this client were $ 0.4 million and $ 0.6 million as of December 31, 2024 and 2023, respectively.

Beginning February 2023, an officer of the Company has served as a member of the board of directors of a consultant of the Company.

The Company recognized $ 0.2 million of expense from such consultant during the year ended December 31, 2024 .

The Company did no t recognize any expense from such consultant during the year ended December 31, 2023.

The Company did no t owe any amounts to this consultant as of December 31, 2024 and 2023.

Beginning July 2023, a member of the board of directors of the Company has served as an officer of a client of the Company.

The Company recognized $ 7.9 million and $ 3.3 million of revenues from such client during the years ended December 31, 2024 and 2023 , respectively.

The Company recognized revenues from such client of $ 4.8 million, $ 4.9 million and $ 4.4 million during the years ended December 31, 2025, 2024 and 2023, respectively.

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

Beginning July 2023 through March 31, 2025, a member of the board of directors of the Company served as an officer of a client of the Company.

The Company recognized $ 2.2 million, $ 7.9 million and $ 3.3 million of revenues from such client during the years ended December 31, 2025, 2024 and 2023, respectively.

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

The benefit from income taxes is as follows:

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(in thousands)

Current tax expense

Total current tax expense

Deferred tax benefit

Total deferred tax benefit

Total benefit from income taxes

A reconciliation of the Company's effective income tax rate as compared to the federal statutory income tax rate is as follows:

Current income tax expense (benefit)

Total current income tax expense (benefit)

Deferred income tax expense (benefit)

Total deferred income tax expense (benefit)

Total income tax expense (benefit)

Effective December 31, 2025, the Company adopted ASU 2023-09, on a prospective basis.

As required under the new guidance, the Company has expanded the disaggregation of the income tax rate reconciliation with the drivers of the effective tax rate.

The revised presentation includes separate quantitative disclosure of recurring and non‑recurring items, jurisdictional impacts, and other significant reconciling categories that may affect period‑over‑period comparability.

The following table presents the income tax rate reconciliation prepared in accordance with ASU 2023‑09.

Year Ended December 31, 2025

Statutory U.S.

State income taxes, net of federal tax benefit

Foreign tax, net of federal tax benefit

(in thousands)

Federal statutory tax rate

State income taxes, net of federal income tax effect

Foreign tax effects

Effect of cross-border tax laws

Foreign branch taxes

Work opportunity tax credits

Changes in valuation allowances

Nontaxable or nondeductible items

Changes in unrecognized tax benefits

Other adjustments

Total tax expense (benefit) and effective tax rate

State taxes in California, Illinois, Maryland, New Jersey, New York and Texas made up the majority (greater than 50%) of the tax effect in this category.

For periods prior to the adoption of ASU 2023‑09, the Company’s income tax disclosures continue to reflect the presentation and categorization required under previous U.S.

The following table presents the income tax rate reconciliation for the periods reported under the prior guidance.

Year Ended December 31,

Federal statutory tax rate

State income taxes, net of federal income tax effect

Foreign tax effects

Deconsolidation of subsidiaries

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Fair value adjustment of warrant liability

Effective tax rate

Other adjustments

Total tax expense (benefit) and effective tax rate

Income taxes paid by jurisdiction is as follows:

(in thousands)

December 31, 2025

All other states

All other foreign

Total income taxes paid, net of amounts refunded

The geographic components of loss before income taxes are as follows:

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Capitalized research and development costs

Contingent consideration

Insurance reserves

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Acquired intangible assets, including goodwill

Interest rate collars and caps

Right-of-use assets

Debt issuance costs

Reorganization expenses

Total deferred tax liabilities

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Net deferred tax liabilities

Income tax expense from discontinued operations was $ 41.3 million, $ 8.6 million and $ 13.1 million for the fiscal years ended December 31, 2024, 2023 and 2022, respectively.

Income tax expense from discontinued operations was $ 41.3 million and $ 8.6 million for the fiscal years ended December 31, 2024 and 2023, respectively.

Income tax expense for the fiscal years ended December 31, 2024 and 2023 was impacted primarily by the sale of the divested entities and changes in the income before income taxes from discontinued operations.

On August 16, 2022, the U.S.

government enacted the Inflation Reduction Act, which, among other things, imposes a new corporate alternative minimum tax and an excise tax on stock buybacks.

As of December 31, 2024, the Company has determined that the Act had no tax impacts on its consolidated financial statements.

The Company did no t have discontinued operations in 2025.

The Organization for Economic Co-operation and Development (“OECD”) published its model rules “Tax Challenges Arising From the Digitalization of the Economy - Global Anti-Base Erosion Model Rules (Pillar Two)” which established a global minimum corporate tax rate of 15% for certain multinational enterprises.

Many countries have implemented or are in the process of implementing the Pillar Two legislation, which will apply to the Company.

While the Company does not currently estimate a material impact to the consolidated financial statements, the Company continues to monitor the impact as countries implement legislation and the OECD provides additional guidance.

The Company concluded that Pillar Two did not have a material impact on the global provision and does not currently estimate a material impact in future periods.

The Company will continue to monitor the impact as countries implement legislation and the OECD provides additional guidance to determine any impact in future periods.

On July 4, 2025, the “One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 and the restoration of favorable tax treatment for certain business provisions, including 100% bonus depreciation, immediate expensing of domestic research and experimental costs, and the restoration of the Section 163(j) depreciation and amortization addback for

purposes of determining the business interest expense limitation.

The Company concluded no material direct impact to the effective tax rate.

However, indirectly the Company concluded a favorable adjustment to the Company’s interest expense valuation allowance required for the year.

The Company held cash and cash equivalents in foreign subsidiaries of $ 14.0 million and $ 65.0 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the undistributed earnings of the Company’s foreign subsidiaries was $ 124.6 million and $ 130.7 million, respectively.

The Company has not recorded a deferred tax liability related to undistributed earnings of its foreign subsidiaries as of December 31, 2024 , except for a $ 0.6 million deferred tax liability for unremitted earnings in Canada with respect to which the

Company no longer has an indefinite reinvestment assertion.

The Company has not recorded a deferred tax liability related to undistributed earnings of its foreign subsidiaries as of December 31, 2025 , except for a $ 1.0 million deferred tax liability for unremitted earnings in Canada with respect to which the Company no longer has an indefinite reinvestment assertion.

Taxes have not been provided on the remaining $ 116.6 million of undistributed foreign earnings.

The incremental tax liability associated with these earnings is expected to be immaterial.

The Company evaluates its deferred tax assets, including a determination of whether a valuation allowance is necessary, based upon its ability to utilize the assets using a more likely than not analysis.

Deferred tax assets are only recorded to the extent that they are realizable based upon past and future income.

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The change of ownership provisions of the Tax Reform Act of 1986 may limit utilization of a portion of the Company’s domestic NOL to future periods.

The United States Federal NOL expires in tax year 2037, $17.9 million of the state NOL expires between tax years 2024 and 2043 and the remaining $12.2 million of the state NOL carry forward indefinitely.

Foreign NOL of $1.2 million expires between tax years 2024 and 2034 and the remaining $2.7 million of the foreign NOL carry forward indefinitely.

The United States Federal NOL expires in year 2038, $25.0 million of the state NOL expires between years 2026 and 2045 and the remaining $20.4 million of the state NOL carry forward indefinitely.

Foreign NOL of $1.2 million expires between years 2026 and 2036 and the remaining $2.9 million of the foreign NOL carry forward indefinitely.

Uncertain Tax Positions

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As of December 31, 2025, 2024, and 2023 , the Company’s unrecognized tax benefits were $ 2.3 million, $ 2.9 million and $ 2.9 million, respectively.

The Company recorded uncertain tax positions related to capitalizing interest to inventory and California research and development credits for the year ended December 31, 2024 .

$ 1.5 million out of the $ 2.3 million of the unrecognized tax benefits as of December 31, 2025 would be included in the effective tax rate if recognized in future periods.

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Effective January 1, 2024, the Company revised its reportable segments to align with the Company’s business strategy, and the manner in which the Chief Executive Officer, the Company's CODM , assesses the performance and makes decisions regarding the allocation of resources for the Company.

The Company’s revised reportable segments consist of Branded Services, Experiential Services, and Retailer Services.

The Company’s reportable segments consist of Branded Services, Experiential Services, and Retailer Services.

The reportable segments reported below are the segments of the Company for which separate financial information is available.

Through the Company's Branded Services segment, the Company offers capabilities in brokerage, branded merchandising and omni-commerce marketing services to consumer goods manufacturers.

Through the Company's Experiential Services segment, the Company expands the reach of consumer brands and retailer products to convert shoppers into buyers through sampling and product demonstration programs executed in-store and online.

Through the Company's Branded Services segment, the Company offers capabilities in brokerage, branded merchandising and omni-commerce marketing services to CPG manufacturers.

Through the Company's Experiential Services segment, the Company expands the reach of consumer brands and retailer products to convert shoppers into buyers through sampling and product

demonstration programs executed in-store and online.

Through the Company's Retailer Services segment, the Company provides retailers with end-to-end advisory, retailer merchandising, and agency expertise to drive sales.

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Compensation costs are key metrics reviewed by the CODM when allocating resources and assessing performance as the Company depends significantly on human capital to deliver services to its clients.

Reimbursable expenses are also

reviewed regularly by the CODM as revenue included in the CODM packages are net of these expenses.

The accounting policies for the segments are consistent with those described Note 1— Organization and Significant Accounting Policies.

The CODM uses segment operating (loss) income as the profit measure in evaluating segment performance during the annual planning and forecasting process and in monitoring actual performance versus plan.

Revenues and significant expenses by segment are as follows:

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Depreciation and amortization

Income from equity method investments

Income from investment in European joint venture and other

Gain on divestiture

Total segment operating expenses from continuing operations

Total segment operating (loss) income from continuing operations

Total segment operating loss from continuing operations

Year Ended December 31, 2024

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Depreciation and amortization

Deconsolidation of European joint venture

Income from investment in European joint venture and other

Total segment operating expenses from continuing operations

Total segment operating income from continuing operations

Total segment operating (loss) income from continuing operations

Year Ended December 31, 2023

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Depreciation and amortization

Loss on divestiture

Deconsolidation of European joint venture

Total segment operating expenses from continuing operations

Total segment operating loss from continuing operations

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.

Total segment operating income from continuing operations

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.

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.

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European Joint Venture (1)

Total revenue

Total revenues

The Company’s European joint venture was deconsolidated during fiscal year 2023.

For further details, see Note 2 — Discontinued Operations, Deconsolidation of European Joint Venture, Divestitures and Acquisitions.

For further details, see Note 2 — Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture.

North American revenues were primarily services provided in the U.S.

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Employment Matters

The Company has also been involved in various litigation, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act.

The Company has been involved in various litigation, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act.

The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests.

Commercial Matters

The Company has also been involved in various litigation matters and arbitrations with respect to commercial matters arising with clients, vendors and third-party sellers of businesses.

The Company has been involved in various litigation matters and arbitrations with respect to commercial matters arising with various vendors, clients and third parties.

The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests.

Legal Matters Related to Take 5

The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5, a line of business that the Company closed in July 2019.

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

At this time, the Company cannot predict the ultimate outcome of any investigation related to the Take 5 Matter and is unable to estimate the potential impact such an investigation may have on the Company.

In August 2019, as a result of the Take 5 Matter, the Company provided a written indemnification claim notice to the sellers of Take 5 (the “Take 5 Sellers”) seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement, as well as fraud.

The Company and the Take 5 Sellers engaged in arbitration proceedings.

In October 2022, the arbitrator made a final award in the Company’s favor.

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.

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 already being 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 assure that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter.

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 against the seller of the Take 5 business and certain beneficial owners.

During the three months ended December 31, 2025, the Company entered into separate agreements with two of the beneficial owners (and certain other parties) each of which provides for payments of certain specified amounts to the Company.

The Company has collected more than $ 16 million in aggregate payments from the beneficial owners that settled, but the Company is currently unable to estimate if or when it will be able to collect any amounts from an additional beneficial owner that did not settle.

The Take 5 Matter may result in additional litigation expenses for the Company as it pursues collection against this additional beneficial owner and his related parties.

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.

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The Company has outstanding surety bonds issued for its benefit of $ 13.2 million and $ 15.0 million as of December 31, 2025 and 2024 , respectively.

Subsequent Events

Nasdaq Minimum Bid Price Deficiency Notice

In January 2026, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price of the Company’s common stock had been below $1.00 per share for the preceding 30 consecutive trading days.

The notice does not result in the immediate suspension or delisting of the Company’s common stock.

The Company is evaluating and intends to implement actions designed to regain compliance with the Minimum Bid Requirement within the applicable compliance period.

On January 26, 2026, the Board of Directors approved proposed amendments to the Company’s Certificate of Incorporation to effect a reverse stock split.

These proposed amendments remain subject to stockholder approval.

Equity Method Investment Restructuring Transaction

In January 2026, the Company executed a series of agreements to initiate a restructuring of its investment in ASL, an equity‑method investee in which the Company held a 49.6 % ownership interest as of December 31, 2025.

Pursuant to these agreements, the Company sold its equity interest in ASL for total consideration of £ 20 million (approximately $ 28 million), consisting of £ 10 million (approximately $ 14 million) payable in cash at closing and £ 10 million (approximately $ 14 million) of deferred consideration, and received an equity interest in the entity separated from ASL.

This restructuring did not affect the Company’s ownership interest in, or governance rights to Global Smollan Holdings.

The transaction did not impact the Company’s financial position as of December 31, 2025.

The Company will recognize the financial effects of the transaction, including any resulting impact on the carrying value of its investment, in the period in which such amounts can be determined.

At this time, the effects of the transaction on the Company’s results of operations and financial position for 2026 are not reasonably estimable.

Agreement to Support Notes and Term Loan Maturity Extensions

On February 6, 2026, Advantage Sales & Marketing Inc., an indirect subsidiary of Advantage Solutions Inc., and certain subsidiaries of Advantage Solutions Inc.

entered into a Transaction Support Agreement with holders of approximately 59.2 % of the Advantage Sales & Marketing Inc.’s outstanding senior secured notes and lenders holding approximately 54.3 % of the Advantage Sales & Marketing Inc.’s outstanding term loans.

The agreement provides for support of transactions intended to extend the maturities

of the Advantage Sales & Marketing Inc.’s outstanding debt obligations.

The transactions contemplated include (i)amendments to the existing notes and term loan facilities, (ii) an exchange offer to exchange the outstanding 6.50 % Senior Secured Notes due 2028 (the “Existing Notes”) for a combination of 9.000 % Senior Secured Notes due 2030 and cash consideration (the Exchange Offer) and (iii) a refinancing of the term loan facilities.

The agreement contemplates the commencement of these transactions in February 2026 and their completion by March 26, 2026, subject to the satisfaction or waiver of customary conditions.

The transaction support agreement may be terminated under certain circumstances and will automatically terminate on March 26, 2026, unless extended by mutual consent.

In connection with its entry into the Transaction Support Agreement, on February 9, 2026, Advantage Sales & Marketing Inc.

commenced the Exchange Offer.

On February 23, 2026, the Exchange Offer early tender date, holders of the Existing Notes had validly tendered $ 589,883,000 aggregate principal amount of Existing Notes and delivered their related consents to the proposed amendments to the Existing Notes.

Accordingly, the requisite consents to the proposed amendments were obtained and Advantage Sales & Marketing Inc.

entered into the Second Supplemental Indenture to the Existing Notes, which will become operative upon the settlement of the Exchange Offer, which is expected to occur in March 2026.

ADVANTAGE SOLUTIONS INC.

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ADVANTAGE SOLUTIONS INC.

CON DENSED REGISTRANT ONLY FINANCIAL INFORMATION

CONDENSED STATEMENTS OF OPERATIONS

CONDENSED REGISTRANT ONLY FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS

Year Ended December 31,

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Net income before equity in net income of subsidiaries

Equity in net loss of subsidiaries

Net loss attributable to subsidiaries

Equity in net income (loss) of subsidiaries

Net income (loss) attributable to subsidiaries

Other comprehensive (loss) income, net of tax equity in comprehensive (loss) income of subsidiaries

Total comprehensive loss

Total comprehensive income (loss)

See Notes to Condensed Registrant Only Financial Statements

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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-K

Item 8. Financial Statements and Supplementary Data