What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-06 · 228 added, 342 removed, 288 unchanged (66% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

Total current assets

Property and equipment, net

Property, equipment, and capitalized software, net

Other intangible assets, net

15 unchanged sentences

Common stock, $ 0.0001 par value, 197,400,000 shares authorized;

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

13,080,791 and 13,058,852 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid in capital

3 unchanged sentences

Treasury stock, at cost;

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

43,548 and 515,781 shares as of March 31, 2026 and December 31, 2025, respectively

Total stockholders' equity

2 unchanged sentences

ADVANTAGE SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30,

Nine Months Ended September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31,

(in thousands, except share and per share data)

1 unchanged sentence

Selling, general, and administrative expenses

Impairment of goodwill

Depreciation and amortization

Income from equity method investments

Gain on divestiture

Gain on divestiture and income from investments in European joint venture

Total operating expenses

Operating income (loss) from continuing operations

Operating income (loss)

Other expenses (income):

Change in fair value of warrant liabilities

Interest expense, net

Income from unconsolidated investments

Other expense, including debt fees

Total other expenses, net

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

Benefit from income taxes from continuing operations

Net income (loss) from continuing operations

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

Net income (loss)

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

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

Net income (loss) per common share:

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

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

Diluted net income (loss) per share:

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

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

Loss before income tax expense

Income tax expense

Basic loss per common share

Diluted loss per common share

Weighted-average number of common shares:

Comprehensive Income (Loss):

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

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

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

See Notes to the Condensed Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Treasury Stock

Comprehensive

Stockholders'

(in thousands, except share data)

Balance at July 1, 2025

Comprehensive income (loss)

Foreign currency translation adjustments

Total comprehensive income (loss)

Interest on loans to Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

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

Shares issued under 2020 Incentive Award Plan

Stock-based compensation expense

Balance at September 30, 2025

Treasury Stock

Comprehensive

Stockholders'

(in thousands, except share data)

Balance at July 1, 2024

Comprehensive (Loss) Income:

Net (loss) income

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments

Total comprehensive loss

Interest on loans to Karman Topco L.P.

Purchase of treasury stock

Equity-based compensation of Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

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

Shares issued under 2020 Incentive Award Plan

Stock-based compensation expense

Balance at September 30, 2024

See Notes to the Condensed Consolidated Financial Statements.

5 unchanged sentences

(in thousands, except share data)

Income (Loss)

Balance at January 1, 2026

Comprehensive (loss) income

Net (loss) income

Comprehensive loss

Foreign currency translation adjustments

Total comprehensive (loss) income

Total comprehensive loss

Interest on loans to Karman Topco L.P.

Retirement of treasury stock

Purchase of treasury stock

Equity-based compensation of Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

2 unchanged sentences

Stock-based compensation expense

Balance at September 30, 2025

Solutions Inc.

Balance at March 31, 2026

Treasury Stock

1 unchanged sentence

Stockholders'

Noncontrolling

Stockholders'

(in thousands, except share data)

Income (Loss)

Balance at January 1, 2025

Comprehensive (loss) income

Net (loss) income

Foreign currency translation adjustments

Total comprehensive (loss) income

Total comprehensive loss

Interest on loans to Karman Topco L.P.

4 unchanged sentences

Shares issued under 2020 Incentive Award Plan

Sale of a business

Stock-based compensation expense

Balance at September 30, 2024

Balance at March 31, 2025

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss from continuing operations

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

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

Deferred financing fees related to repricing of long-term debt

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Non-cash adjustments on derivatives and non-cash interest income

Amortization of deferred financing fees

Impairment of goodwill

Depreciation and amortization

Change in fair value of warrant liability

Fair value adjustments related to contingent consideration

Deferred income taxes

1 unchanged sentence

Stock-based compensation

Income from equity method investments

Gain on divestiture and income from investments in European joint venture

Income from unconsolidated investments

Distribution received from equity method investments

Gain on divestiture

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

Loss on disposal of property and equipment

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

Changes in operating assets and liabilities:

Accounts receivable, net

4 unchanged sentences

Other accrued expenses and other liabilities

Net cash provided by operating activities

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investments in unconsolidated affiliates

Purchase of property and equipment

Proceeds from divestitures, net of cash received

Net cash (used in) provided by investing activities

Purchase of property and equipment and development of capitalized software

Proceeds from divestitures

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under lines of credit

Payments on lines of credit

Payment of deferred financing fees for line of credit modification

Principal payments on long-term debt

Repurchases of Senior Secured Notes and Term Loan Facility debt

Debt issuance costs

Deferred consideration paid for purchases in unconsolidated affiliates

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

Proceeds from issuance of common stock

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

Repurchases of senior secured notes and Term Loan Facility

Proceeds from 2020 Employee Stock Purchase Plan

Payments for taxes related to net share settlement of equity awards

Purchase of treasury stock

5 unchanged sentences

SUPPLEMENTAL CASH FLOW INFORMATION

Purchases of property and equipment recorded in accounts payable and accrued expenses

Purchases of property and equipment and development of capitalized software recorded in accounts payable and accrued expenses

See Notes to the Condensed Consolidated Financial Statements.

4 unchanged sentences

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

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

The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV.”

Basis of Presentation

2 unchanged sentences

The condensed consolidated balance sheet at December 31, 2025 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP.

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

In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been reflected in the condensed consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2025 and the related footnotes thereto.

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

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

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

As a result of this reorganization, the Company identified non-core businesses for disposition (“Divestiture Plan”).

In the first quarter of fiscal year 2024, the Company determined its Divestiture Plan met the criteria for discontinued operations as it represented a strategic shift that had a major effect on the Company’s operations and financial results.

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

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

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

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

Reverse Stock Split

On March 26, 2026, the Company effected a 1-for-25 reverse stock split of its Class A common stock.

In connection with the reverse stock split, the Company amended its certificate of incorporation to reduce the number of authorized shares of Class A common stock and preferred stock by dividing the previously authorized share amounts by the reverse stock split ratio and applying a 1.5x multiplier.

No fractional shares were issued in connection with the reverse stock split, and stockholders who otherwise would have been entitled to a fractional share received cash in lieu thereof.

All share and per share amounts presented in these unaudited condensed consolidated financial statements, including shares underlying stock-based compensation equity awards, have been retroactively adjusted for all periods presented to give effect to the reverse stock split.

The reverse stock split did not affect the per share par value of the Company’s Class A common stock.

Retirement of Treasury Shares

During the three months ended March 31, 2026, the Company retired 566,408 treasury shares that had been previously purchased under the 2021 Share Repurchase Program.

Revenue Recognition

5 unchanged sentences

Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services and omni-commerce marketing services.

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

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.

7 unchanged sentences

Disaggregated revenues were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

15 unchanged sentences

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

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

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

Revenues recognized during the three months ended March 31, 2026 that were included in Deferred revenues as of December 31, 2025 was $ 14.7 million.

Revenues recognized during the three months ended March 31, 2025 included in Deferred revenues as of December 31, 2024 was $ 10.7 million.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

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

The standard is effective for the Company’s annual report for fiscal year 2025.

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

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

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

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

1 unchanged sentence

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

ASU 2024-03 requires

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

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

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

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

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted 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.

5 unchanged sentences

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

Discontinued Operations

Investments in European Joint Venture

During the three months ended March 31, 2026, the Company executed a series of agreements related to its investment in a European joint venture, which was accounted for under the equity method and in which the Company held an ownership interest as of December 31, 2025.

Under the terms of these agreements, the Company sold its interest in a portion of the European joint venture business for total consideration of £ 20 million (approximately $ 28 million), comprised of £ 10 million (approximately $ 14 million) received in cash at closing and £ 10 million of deferred consideration to be paid 12 months after completion of the sale.

The deferred consideration is reflected in Prepaid expenses and other current assets in the condensed consolidated balance sheet as of March 31, 2026.

The Company retained a minority interest of 49.6 % in the remaining portion of its ownership interest in the European joint venture.

The Company recognized a gain of approximately $ 1.0 million on the partial disposition of its equity‑method investment during the period, which is reflected in operating income.

For the three months ended March 31, 2025, the Company presented its proportionate share of earnings from the European joint venture within operating income, as reflected in Income from investment in European joint venture and other, because the results of that investment were considered integral to the Company’s operations at that time.

Following completion of the restructuring of the investments in the European joint venture in 2026, the Company reassessed the nature of its retained equity‑method investment and concluded that the results of the remaining European joint venture investment are no longer integral to the Company’s core operating activities.

Accordingly, for the three months ended March 31, 2026, the Company presents its proportionate share of Income from unconsolidated investments within Income from unconsolidated investments in the condensed consolidated statements of operations and comprehensive loss.

2024 Divestitures

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

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

As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $ 91.0 million, subject to working capital adjustments and an ongoing 7.5 % interest in the combined business.

The ongoing ownership interest represents a continuing involvement which the Company has determined represents an equity method investment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(in thousands)

Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

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

Selling, general, and administrative expenses

Gain on divestitures

Depreciation and amortization

Total operating expenses

Operating income from discontinued operations

Other expenses:

Interest expense

Total other expenses

Income before income taxes from discontinued operations

Provision for income taxes from discontinued operations

Net income from discontinued operations, net of tax

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

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

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

(in thousands)

Nine Months Ended

September 30, 2024

Net cash provided by operating activities from discontinued operations

Net cash used in investing activities from discontinued operations

Net cash used in financing activities from discontinued operations

Net effect of foreign currency changes on cash from discontinued operations

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

During the three months ended March 31, 2026, the Company received the remaining installment of approximately $ 27.5 million related to the July 31, 2024 sale of the Jun Group business.

Goodwill and Intangible Assets

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

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

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

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

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

The carrying amount of goodwill as of March 31, 2026 and December 31, 2025 was $ 438.9 million.

Accumulated impairment losses related to goodwill were $ 2.3 billion as of March 31, 2026 and December 31, 2025.

Amortization of intangible assets was $ 42.3 million and $ 42.9 million for the three months ended March 31, 2026 and 2025, respectively.

The following tables set forth information for intangible assets:

September 30, 2025

March 31, 2026

(amounts in thousands)

15 unchanged sentences

Total other intangible assets

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

As of March 31, 2026, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows:

(in thousands)

September 30, 2025

December 31, 2024

Term Loan Facility due 2027

Remainder of 2026

Total amortization expense

Long-term debt consisted of the following:

(in thousands)

Term Loan Facility

9.0 % Senior Secured Notes due 2030

6.5 % Senior Secured Notes due 2028

Total long-term debt

current portion

unamortized debt discount

debt issuance costs

Long-term debt, net of current portion

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

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

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

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

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

The Company made the minimum quarterly principal payments of

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

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

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

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

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

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

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

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

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

As of September 30, 2025, the Company had no borrowings under its senior secured asset-based revolving credit facility in an aggregate principal amount of up to $ 500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”).

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

Borrowings under the Revolving Credit Facility bear interest at a floating rate, which at the option of the Company may be either (i) a base rate or Canadian Prime Rate plus an applicable margin of 0.75 %, 1.00 %, or 1.25 % per annum or (ii) Term SOFR or Alternative Currency Spread plus an applicable margin of 1.75 %, 2.00 % or 2.25 % per annum.

The Company is required to pay a commitment fee ranging from 0.250 % to 0.375 % per annum in respect of the average daily unused commitments under the Revolving Credit Facility.

Long-term debt, net

On March 11, 2026, Advantage Sales & Marketing Inc., the Company’s indirect wholly owned subsidiary, completed a refinancing transaction designed to extend maturities, enhance liquidity, and simplify its capital structure.

The transaction was executed through a series of interrelated financing actions, including (i) an exchange offer and consent solicitation with respect to the Company’s outstanding senior secured notes, (ii) a refinancing and amendment of the Company’s term loan facility, and (iii) amendments to the Company’s asset‑based revolving credit facility.

As part of the refinancing, holders of approximately 99 % of its outstanding 6.50 % senior secured notes due 2028 (the “ 2028 Notes”) with outstanding principal balance of $ 561.4 million accepted the offer to exchange their 2028 Notes for new 9.0 % senior secured notes due 2030 (the “2030 Notes”) and $ 43.9 million in cash consideration, along with a related consent solicitation to amend the indenture governing the 2028 No tes, was completed.

In connection with the exchange and consent solicitation, substantially all of the covenants, events of default, guarantees, and the collateral securing the 2028 Notes were eliminated or released, and 99 % of the 2028 Notes were effectively replaced by the 2030 Notes with extended maturities and revised terms, which are further described below.

Concurrently with the notes exchange, the Company refinanced its existing term loan facility by (i) entering into a new senior secured first lien term loan facility at an extended maturity (“the 2030 Term Loan Facility”) in an aggregate principal amount of $ 1.035 billion and (ii) making a cash prepayment of $ 80.9 million on the prior term loan balance, and amended its existing senior secured asset-based revolving credit facility (the “2030 ABL”).

The 2030 Notes

The 2030 Notes bear interest at 9.0 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2026 , and mature on November 15, 2030 , and include a payment-in-kind fee that was recorded as a debt discount.

The debt discount is being amortized to interest expense over the term of the debt using the effective interest method.

The Company’s obligations under the 2030 Notes are guaranteed by Karman Intermediate Corp.

and each of the Company’s direct and indirect wholly owned material U.S.

subsidiaries and Canadian subsidiaries (the “Guarantors”), and are secured by a lien on substantially all of the Company’s and the Guarantors’ assets (subject to certain permitted exceptions).

The 2030 Notes have a first‑priority lien on the fixed asset collateral (equal in priority with the liens securing the 2030 Term Loan Facility) and a second‑priority lien on the current asset collateral (equal in priority with the liens securing the 2030 Term Loan Facility and second in priority to the liens securing the 2030 ABL), in each case, subject to other permitted liens.

The 2030 Notes may be redeemed, in whole at any time or in part from time to time, at 100 % of the principal amount thereof, plus accrued and unpaid interest.

Holders of the 2030 Notes have the right to require the Company to repurchase their notes upon the occurrence of certain changes of control, subject to specified exceptions, at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest.

If the Company or any of its restricted subsidiaries sells assets , under certain circumstances the Company must offer to use the net proceeds to purchase the 2030 Notes at 100 % of the principal amount thereof, plus accrued and unpaid interest.

If the Company generates excess cash flow, the Company must use 75 % of such excess cash flow, subject to reduction as set forth in the applicable indenture, to make an offer to repurchase the 2030 Notes together with other applicable parity lien indebtedness at 100 % of the principal amount thereof, plus accrued and unpaid interest.

The 2030 Term Loan Facility

Borrowings under the Company’s 2030 Term Loan Facility amortize in equal quarterly installments in an amount equal to 2.50 % per annum of the principal amount.

Borrowings will bear interest at a floating rate, which can be either adjusted SOFR plus an applicable margin or, at the Company’s option, a base rate plus an applicable margin.

The applicable margins for the 2030 Term Loan Facility is 6.00 %, with respect to SOFR borrowings and 5.00 %, with respect to base rate borrowings.

The Company may voluntarily prepay loans or reduce commitments under this facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.

The Company will be required to prepay its 2030 Term Loan Facility with 100 % of the net cash proceeds of certain asset sales subject to certain reinvestment rights, 100 % of the net cash proceeds of certain debt issuances and 75 % of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios).

The Company’s obligations under the 2030 Term Loan Facility are guaranteed by the Guarantors, and are secured by a lien on substantially all of the Company’s and the Guarantors’ assets (subject to certain permitted exceptions).

The 2030 Term Loan Facility has a first‑priority lien on the fixed asset collateral (equal in priority with the liens securing the 2030 Notes) and a second‑priority lien on the current asset collateral (second in priority to the liens securing the 2030 ABL), in each case, subject to other permitted liens.

The 2030 Term Loan Facility matures in April 2030, subject to potential extensions in accordance with its terms.

The 2030 Term Loan Facility includes a payment-in-kind fee that was recorded as debt discount and is being amortized to interest expense over the term of the 2030 Term Loan Facility using the effective interest method.

The 2030 Asset-based Revolving Credit Facility

The Company's 2030 ABL provides for revolving loans and letters of credit in the aggregate amount of up to $ 500.0 million, subject to borrowing base capacity.

Letters of credit are limited to the lesser of (i) $ 150.0 million and (ii) the aggregate unused amount of commitments then in effect under the revolving credit facility.

Loans under the revolving credit facility may be denominated in either U.S.

dollars or Canadian dollars.

The revolving credit facility matures on January 30, 2030, subject to a customary springing maturity tied to the maturity of the 2030 Term Loan Facility and the 2030 Notes.

Borrowings under the 2030 ABL bear interest at variable rates based on the CME Group Benchmark Administration Limited Term Secured Overnight Financing Rate (“SOFR”) or a base rate, plus applicable margins, at the Company's option.

The applicable margins for the 2030 ABL are 1.75 %, 2.00 % or 2.25 %, with respect to SOFR borrowings and 0.75 %, 1.00 % or 1.25 %, with respect to base rate borrowings, in each case depending on average excess availability under the revolving credit facility.

The Company’s obligations under the ABL are guaranteed by the Guarantors and are secured by liens on substantially all assets of the Company and the Guarantors, subject to certain permitted exceptions.

These obligations have a first‑priority lien on current asset collateral and a second‑priority lien on fixed asset collateral, which is junior to the liens securing the 2030 Notes and the 2030 Term Loan Facility discussed below, in each case subject to permitted liens.

As of March 31, 2026, the Company had the ability to borrow up to $ 385.8 million under the 2030 ABL after giving effect to borrowing base limitations and outstanding letters of credit.

As of December 31, 2025, the Company had the ability to borrow up to $ 438.0 million under the previous revolving credit facility after giving effect to borrowing base limitations and outstanding letters of credit.

Debt Covenants

The 2030 Notes, the 2030 ABL and the 2030 Term Loan Facility each contain customary affirmative and negative covenants applicable to the Guarantors, the Company and its subsidiaries.

Collectively, these covenants restrict the ability of such parties to, among other things:

(i) incur or guarantee additional indebtedness;

(ii) pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock, or make other restricted payments;

(iii) prepay, redeem, repurchase or modify the terms of certain junior or other indebtedness;

(iv) issue certain preferred stock or similar equity securities;

(v) make loans, advances, acquisitions or other investments;

(vi) sell or otherwise dispose of or transfer assets;

(vii) incur liens or other security interests on assets;

(viii) enter into transactions with affiliates;

(ix) enter into agreements restricting the ability of subsidiaries to pay dividends;

(x) change the Company's line of business;

and (xi) merge or consolidate with, or sell all or substantially all of their assets to, another entity.

Substantially all of the foregoing covenants under the 2030 Notes will be suspended, and the guarantees provided by the Guarantors released, for so long as the 2030 Notes maintain certain investment grade ratings, subject to customary exceptions.

The 2030 ABL additionally requires the Company to maintain a fixed charge coverage ratio (as defined in the related credit agreement) of not less than 1.00 to 1.00 as of the end of each fiscal quarter during any period in which excess availability is less than the greater of (a) $ 25 million and (b) 10 % of the lesser of the borrowing base and the maximum borrowing capacity.

The fixed charge coverage ratio will continue to be tested at the end of each fiscal quarter until excess availability exceeds the foregoing threshold.

The agreements governing the 2030 Notes, the 2030 Term Loan Facility and the 2030 ABL contain additional affirmative and negative covenants, including related definitions, thresholds, limitations and exceptions, that vary between the facilities.

The 2028 Notes, 2030 Notes, and the 2030 Term Loan Facility rank pari passu in right of payment, subject to the applicable intercreditor arrangements and collateral priorities.

As of March 31, 2026, the Company was in compliance with all applicable covenants.

The Company determined that all components of the Refinancing were considered to be modifications.

Fees paid to creditors in connection with the Refinancing, including payment-in-kind fees associated with the 2030 Notes and the 2030 Term Loan Facility, were recorded as adjustments to the carrying amounts of the related debt instruments and are being amortized as interest expense over the remaining terms of the modified arrangements.

Third-party fees of $ 20.4 million associated with the 2030 Notes and the 2030 Term Loan Facility were expensed as incurred and recognized in Other expense in the condensed consolidated statements of comprehensive loss.

Deferred financing costs of $ 13.7 million associated with the revolving credit facility were capitalized and are included in Prepaid expenses and other current assets and Other assets in the condensed consolidated balance sheets and are being amortized over the term of the revolving credit facility.

The Company recognized $ 1.2 million of expense in Interest expense in the condensed consolidated statement of operations and comprehensive loss, related to the write-off of unamortized debt issuance costs associated with the portion of debt principal repaid in connection with the Refinancing.

The remaining unamortized fees and discount associated with the modified debt instruments, including amounts associated with the Company’s prior debt arrangements that continue to be attributed to the modified instruments, are being amortized as interest expense over the remaining terms of the modified arrangements

Debt Maturities

Future minimum principal payments on long-term debt as of March 31, 2026 are as follows:

(in thousands)

Remainder of 2026

2030 and thereafter

Total future minimum principal payments

Fair Value of Financial Instruments

6 unchanged sentences

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

September 30, 2025

March 31, 2026

(in thousands)

4 unchanged sentences

(in thousands)

Assets measured at fair value

Liabilities measured at fair value

Derivative financial instruments

Total assets measured at fair value

Interest Rate Cap Agreements

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

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

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

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

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

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

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

Total liabilities measured at fair value

Interest Rate Collar and Cap Agreements

The Company has interest rate collar contracts with an aggregate notional value of principal of $ 700.0 million as of March 31, 2026, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

Interest rate collar contracts with notional value of principal of $ 300.0 million matured on April 5, 2026, and interest rate collar contracts with notional values of principal of $ 200 million each will mature on April 5, 2027 and 2028.

Effective April 8, 2026, the Company entered into an interest rate collar with a $ 100.0 million notional amount that matures on April 8, 2029, providing a 4.50 % cap and a 2.89 % floor based on one‑month term SOFR.

No premium was paid at inception.

The interest rate collar was entered into to mitigate exposure to changes in interest rates on floating‑rate debt.

As of March 31, 2026, the fair value of the Company’s outstanding interest collars of $ 0.2 million was included in “Other long-term liabilities” in the condensed consolidated balance sheets.

As of December 31, 2025 the fair value of the Company’s outstanding interest rate caps and collars of $ 0.5 million was included in “Other long-term liabilities” in the condensed consolidated balance sheets.

Changes in fair value of the Company's outstanding interest rate caps and collars are recognized as a component of “Interest expense, net” in the condensed consolidated statements of operations and comprehensive loss.

During the three months ended March 31, 2026 and 2025, the Company recorded a gain of $ 0.3 million and a loss of $ 1.6 million, respectively, within “ Interest expense , net, ” related to changes in the fair value of its derivative instruments.

Long-term Debt

2 unchanged sentences

Carrying Value

Balance at September 30, 2025

Balance at March 31, 2026

Term Loan Facility

6.5 % Senior Secured Notes

9.0 % Senior Secured Notes due 2030

Total long-term debt

3 unchanged sentences

Term Loan Facility

6.5 % Senior Secured Notes

Total long-term debt

Related Party Transactions

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

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

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

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

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

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

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

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

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

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

Unconsolidated Affiliates

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

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

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

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

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

federal tax code.

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

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

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

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

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

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

The CODM utilizes segment operating income to assess the performance and allocate resources to each segment.

During the three months ended March 31, 2026 and 2025 , the Company recognized revenues of $ 1.1 million and $ 2.6 million, respectively, from its investment in unconsolidated affiliates.

Accounts receivable from transactions with unconsolidated affiliates were $ 0.4 million as of March 31, 2026 and December 31, 2025 .

The Company had an effective tax rate of ( 48.0 )% for the three months ended March 31, 2026 , compared to an effective tax rate of ( 14.6 )% for the corresponding period in 2025.

The effective tax rate for the three months ended March 31, 2026 differed from the statutory rate primarily due to an increase in the valuation allowance recorded against the deferred tax asset related to interest expense limitation carryforwards.

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

The CODM utilizes segment operating income to assess the performance and allocate resources to each reportable segment.

The CODM is not provided asset information by reportable segment.

Discontinued operations are not included in the applicable reportable segments.

Refer to Note 2— Discontinued Operations.

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

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

(in thousands)

7 unchanged sentences

Depreciation and amortization

Income from equity method investments

Gain on divestiture

Total segment operating expenses from continuing operations

Total segment operating (loss) income from continuing operations

Three Months Ended September 30, 2024

(in thousands)

Branded Services

Experiential Services

Retailer Services

Total Company

Compensation and benefits

Reimbursable expenses 1

Other segment items 2

Depreciation and amortization

Income from equity method investments

Total segment operating expenses from continuing operations

Total segment operating (loss) income from continuing operations

Nine Months Ended September 30, 2025

Total segment operating expenses

Total segment operating (loss) income

Three Months Ended March 31, 2025

(in thousands)

7 unchanged sentences

Depreciation and amortization

Income from equity method investments

Gain on divestiture

Total segment operating expenses from continuing operations

Total segment operating (loss) income from continuing operations

Nine Months Ended September 30, 2024

Income from investment in European joint venture and other

Total segment operating expenses

Total segment operating (loss) income

(1) Reimbursable expenses are costs incurred in the delivery of services to the Company's clients that the client has agreed to reimburse, including media, sample, retailer fees and other marketing and production costs.

(2) The “other segment items” category primarily consists of costs incurred in the execution of service obligations, including supplies, technology, and other direct expenses such as travel and indirect general and administrative expenses such as professional fees.

These costs align with the segment-level information regularly provided to the CODM and represent the difference between revenue and the significant expense categories above in determining segment profitability.

Restructuring

During the first quarter of fiscal year 2026, the Company initiated restructuring activities primarily focused on transitioning certain back office functions to a third‑party operating model.

A summary of expenses incurred by segment for the three months ended March 31, 2026, consisting primarily of workforce transition‑related costs, including employee rebadging to a third-party service provider, retention‑related compensation, professional services, and other implementation and transition activities, is presented below:

(in thousands)

Three Months Ended March 31, 2026

Branded Services

1 unchanged sentence

Retailer Services

Total Company

Compensation and benefits

Reimbursable expenses 1

Other segment items 2

Impairment of goodwill

Depreciation and amortization

Loss from equity method investments

Total segment operating expenses from continuing operations

Total segment operating (loss) income from continuing operations

Total restructuring expenses

The Company estimates that it will incur additional costs of approximately $ 4.0 million to $ 6.0 million related to this initiative in multiple phases prior to completion in 2027.

These costs are expected to primarily relate to workforce transition activities, professional services, and other implementation‑related costs.

As of March 31, 2026, an accrued restructuring liability of $ 2.2 million was outstanding.

Commitments and Contingencies

1 unchanged sentence

Some of these legal matters purport or may be determined to be class and/or representative actions under the California Labor Code and Private Attorneys General Act, or seek substantial damages, or penalties.

The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below.

The Company has accrued amounts in connection with certain legal matters.

There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations.

In April 2018, the Company acquired the business of Take 5 Media Group (“Take 5”).

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

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

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

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

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

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

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

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

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

Stock-Based Compensation

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

2020 Incentive Award Plan, as amended and restated (the “Plan”).

The Company’s restricted stock units and performance restricted stock units, as described below, are expensed based on the fair value at the grant date.

The Company has nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”).

Stock-based compensation expense is recognized based on the fair value at the grant date over the requisite service period.

The Company recognized stock-based compensation expense as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

2 unchanged sentences

Total stock-based compensation before tax

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

Total stock-based compensation expense included in net loss

Performance Restricted Stock Units

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

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

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

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

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

Company’s Class A common stock.

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

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

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 2026, the HCC determined the achievement percentage for the fiscal year 2025 performance period to be zero for PSUs granted in fiscal year 2025 and 2024.

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

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

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

During the first quarter of 2026, the HCC determined the achievement percentage for these PSUs for the three year performance period ending December 31, 2025 was 117.5 %.

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

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

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

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

The maximum potential expense below assumes the maximum and threshold achievement level for periods not yet approved by the HCC.

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

2 unchanged sentences

Weighted-average remaining requisite service periods

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

The following table summarizes the PSU activity for the three months ended March 31, 2026:

Performance Share Units

3 unchanged sentences

PSU performance adjustment (1)

Outstanding at September 30, 2025 (2)

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

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

Outstanding at March 31, 2026 (2)

(1) Adjusted for final 2023 performance achievement as approved by the HCC at 117.5 %.

(2) PSU award activity for each year used in the three year average achievement is presented at target until three year average achievement is approved by the HCC, at which point the awards are adjusted as outstanding awards, subject to additional performance requirements, TSR and service-based vesting conditions.

Restricted Stock Units

1 unchanged sentence

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

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

During the three months ended March 31, 2026, the following activities involving RSUs occurred under the Plan:

Number of RSUs

2 unchanged sentences

Outstanding at January 1, 2026

Outstanding at September 30, 2025

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

Outstanding at March 31, 2026

As of March 31, 2026, the total remaining unrecognized compensation cost related to RSUs amounted to $ 10.7 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 1.8 years .

Stock Options

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

During the three months ended March 31, 2026, the following activities involving nonqualified stock options occurred under the Plan:

Stock Options

5 unchanged sentences

Cancelled/Expired

Outstanding at September 30, 2025

Exercisable at September 30, 2025

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

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

Outstanding at March 31, 2026

Exercisable at March 31, 2026

The fair value of the employee stock options was estimated using the following weighted average assumptions using a Black-Scholes option valuation model:

Period Ended March 31, 2026

Exercise Price

Dividend yield

Expected volatility

Risk-free interest rate

Expected term

As of March 31, 2026, the Company had approximately $ 5.5 million of total unrecognized compensation expense related to stock options, which the Company expects to recognize over a weighted-average period of approximately 3.0 years .

There were no options exercised during the three months ended March 31, 2026 and 2025 .

Earnings Per Share

4 unchanged sentences

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

On March 26, 2026, the Company effected a 1-for-25 reverse stock split of its Class A common stock.

The weighted average common shares and net loss reflect the Reverse Stock Split for all periods presented on the condensed consolidated statements of operations.

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

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

Basic earnings per share computation:

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

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

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

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

Weighted average common shares - basic

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

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

Diluted earnings per share computation:

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

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

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

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

Weighted average common shares outstanding

Performance stock units

Restricted stock units

Employee stock purchase plan and stock options

Weighted average common shares - diluted

Diluted income (loss) per common share from continuing operations

Diluted (loss) income per common share from discontinued operations

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

Weighted-average common shares outstanding - basic

Weighted-average common shares outstanding - diluted

Net loss per share - basic

Net loss per share - diluted

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

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

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

Stock-based awards of 0.3 million weighted-average shares were outstanding for the three months ended March 31, 2026 , but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive.

Stock-based awards of 0.4 million weighted-average shares were outstanding for the three months ended March 31, 2025 , but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive.

Subsequent Events

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

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

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

Accordingly, the Company’s liability balance related to the warrants was fully extinguished subsequent to September 30, 2025.

On April 29, 2026, the Company granted approximately 951,000 RSUs, 80,000 PSUs and 44,000 nonqualified stock options, with an estimated aggregate grant date fair value of approximately $ 31.5 million, $ 2.7 million and $ 1.0 million, respectively, to certain members of management consistent with the Company’s 2020 Incentive Plan.

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

What changed 10-Q

Item 1. Financial Statements