What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 196 added, 116 removed, 400 unchanged (44% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2026

December 31, 2025

10 unchanged sentences

Current liabilities

Current portion of long-term debt

Current portion of long-term debt, net

Accounts payable

10 unchanged sentences

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

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

12,824,638 and 13,058,852 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid in capital

3 unchanged sentences

Treasury stock, at cost;

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

511,636 and 515,781 shares as of June 30, 2026 and December 31, 2025, respectively

Total stockholders' equity

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except share and per share data)

2 unchanged sentences

Depreciation and amortization

Gain on divestiture and income from investments in European joint venture

Loss on divestiture, net

Income from investments in European joint venture

Total operating expenses

17 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Additional Paid in

Treasury Stock

Comprehensive

Stockholders'

Loans to Karman

Other Comprehensive

Total Stockholders'

(in thousands, except share data)

Balance at April 1, 2026

Comprehensive loss

Foreign currency translation adjustments

Total comprehensive loss

Interest on loans to Karman Topco L.P.

Purchase of treasury stock

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 June 30, 2026

Additional Paid in

Loans to Karman

Treasury Stock

Other Comprehensive

Total Stockholders'

(in thousands, except share data)

Balance at April 1, 2025

Comprehensive (loss) income

Foreign currency translation adjustments

Total comprehensive loss

Interest on loans to Karman Topco L.P.

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 June 30, 2025

Additional Paid in

Loans to Karman

Treasury Stock

Other Comprehensive

Total Stockholders'

(in thousands, except share data)

Balance at January 1, 2026

3 unchanged sentences

Interest on loans to Karman Topco L.P.

Retirement of treasury stock

Retirement of treasury shares

Purchase of treasury stock

3 unchanged sentences

Stock-based compensation expense

Balance at March 31, 2026

Balance at June 30, 2026

Additional Paid in

Loans to Karman

Treasury Stock

Comprehensive

Stockholders'

Other Comprehensive

Total Stockholders'

(in thousands, except share data)

10 unchanged sentences

Stock-based compensation expense

Balance at March 31, 2025

Balance at June 30, 2025

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

3 unchanged sentences

Amortization of deferred financing fees

Deferred financing costs recognized at debt modification

Depreciation and amortization

2 unchanged sentences

Stock-based compensation

Gain on divestiture and income from investments in European joint venture

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

Loss on divestiture, net

Income from unconsolidated investments

Distribution received from equity method investments

Impairment and restructuring costs

Changes in operating assets and liabilities:

12 unchanged sentences

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

16 unchanged sentences

Advantage Solutions Inc.

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

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

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

1 unchanged sentence

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries.

The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”).

The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”) for annual financial statements.

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 March 31, 2026 and for the three months ended March 31, 2026 and 2025 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 June 30, 2026 and for the three and six months ended June 30, 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 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.

Operating results for the three and six months ended June 30, 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

5 unchanged sentences

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.

During the six months ended June 30, 2026, the Company retired 566,408 treasury shares that had been previously purchased under the share repurchase program that the Company first announced in 2021.

The Company did not retire any shares during the three months ended June 30, 2026.

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.

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

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

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

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

6 unchanged sentences

Disaggregated revenues were as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(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 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.

Revenues recognized during the three and six months ended June 30, 2026 that were included in Deferred revenues as of December 31, 2025 was $ 3.6 million and $ 18.4 million, respectively .

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

Accounting Standards Recently Issued but Not Yet Adopted by the Company

12 unchanged sentences

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.

During the first quarter of 2026, the Company executed a series of agreements related to its investments 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 £ 20.0 million (approximately $ 28.0 million), comprised of £ 10.0 million ($13.4 million) received in cash at closing and £ 10.0 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 June 30, 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.

For the three and six months ended June 30, 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, 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.

Accordingly, for the three and six months ended June 30, 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

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.

During the first quarter of 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 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:

March 31, 2026

The carrying amount of goodwill as of June 30, 2026 and December 31, 2025 was $ 438.9 million.

Accumulated impairment losses related to goodwill were $ 2.3 billion as of June 30, 2026 and December 31, 2025.

Amortization of intangible assets was $ 42.3 million and $ 42.9 million for the three months ended June 30, 2026 and 2025, respectively.

Amortization of intangible assets was $ 84.6 million and $ 85.8 million for the six months ended June 30, 2026 and 2025, respectively.

The following tables set forth information for the Company's intangible assets:

June 30, 2026

(amounts in thousands)

15 unchanged sentences

Total other intangible assets

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

As of June 30, 2026, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows:

(in thousands)

11 unchanged sentences

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.

On March 11, 2026, Advantage Sales & Marketing Inc., an indirect wholly owned subsidiary of the Company (the “Borrower”), 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 Borrower’s outstanding senior secured notes, (ii) a refinancing and amendment of the Borrower’s term loan facility, and (iii) amendments to the Borrower’s asset‑based revolving credit facility.

As part of the refinancing, holders of approximately 99 % of the Borrower 's 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 Notes, 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”).

Concurrently with the notes exchange, the Borrower 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

1 unchanged sentence

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

and each of the Borrower’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 Borrower’s and 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.

Holders of the 2030 Notes have the right to require the Borrower 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 Borrower or any of its restricted subsidiaries sells assets, under certain circumstances the Borrower 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 Borrower generates excess cash flow, the Borrower 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).

Borrowings under the Borrower ’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 CME Group Benchmark Administration Limited Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin or, at the Borrower ’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 is 5.00 % with respect to base rate borrowings.

The Borrower 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 Borrower 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 Borrower’s obligations under the 2030 Term Loan Facility are guaranteed by the Guarantors, and are secured by a lien on substantially all of the Borrower’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.

2 unchanged sentences

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.

The Borrower’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.

1 unchanged sentence

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 2030 ABL 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 SOFR or a base rate, plus applicable margins, at the Borrower’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.

The Borrower’s obligations under the 2030 ABL are guaranteed by the Guarantors and are secured by liens on substantially all assets of the Borrower and of 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.

As of June 30, 2026, the Borrower had the ability to borrow up to $ 399.5 million under the 2030 ABL after giving effect to borrowing base limitations and outstanding letters of credit.

As of December 31, 2025, the Borrower 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.

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

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

8 unchanged sentences

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

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

(x) change the Borrower’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.

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

The 2030 ABL additionally requires the Borrower 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.

1 unchanged sentence

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.

As of June 30, 2026, the Borrower was in compliance with all applicable covenants.

The Borrower 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.

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 Operations and 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

The Borrower recognized $ 1.2 million of expense in Interest expense in the Condensed Consolidated Statements 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 Borrower’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:

Future minimum principal payments on long-term debt as of June 30, 2026 are as follows:

(in thousands)

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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.

March 31, 2026

June 30, 2026

(in thousands)

Liabilities measured at fair value

Assets measured at fair value

Derivative financial instruments

Total liabilities measured at fair value

Total assets measured at fair value

December 31, 2025

3 unchanged sentences

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.

Interest Rate Collar Agreements

The Company has interest rate collar contracts with an aggregate notional value of principal of $ 500.0 million as of June 30, 2026, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

Two i nterest rate collar contracts, each with a notional value of $ 200 million, mature on April 5, 2027 and 2028 providing a 2.54 % and 2.49 % floor, respectively, and both providing a 5.00 % cap based on one-month term SOFR.

In the second quarter of 2026, the Company entered into an additional 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.

All interest rate collars were entered into to mitigate exposure to changes in interest rates on floating‑rate debt.

As of June 30, 2026, the fair value of the Company’s outstanding interest rate collars of $ 0.4 million was included in “Other assets” in the condensed consolidated balance sheets.

As of December 31, 2025 the fair value of the Company’s outstanding interest rate 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 collars are recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

These interest rate collars have not been designated as hedging instruments for accounting purposes;

accordingly, changes in fair value are recognized immediately in earnings.

During the three months ended June 30, 2026 and 2025, the Company recorded a gain of $ 0.6 million and a loss of $ 0.4 million, respectively, within “ Interest expense , net, ” related to changes in the fair value of its derivative instruments.

During the six months ended June 30, 2026 and 2025, the Company recorded a gain of $ 0.9 million and a loss of $ 2.0 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 March 31, 2026

Balance at June 30, 2026

Term Loan Facility

10 unchanged sentences

Unconsolidated Affiliates

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.

During the three months ended June 30, 2026 and 2025, the Company recognized an immaterial amount of revenues from its investment in unconsolidated affiliates.

During the six months ended June 30, 2026 and 2025 , the Company recognized revenues of $ 2.2 million and $ 2.6 million, respectively, from its investment in unconsolidated affiliates.

Accounts receivable from transactions with unconsolidated affiliates were an immaterial amount as of June 30, 2026 and December 31, 2025.

Share Repurchases

During the three months ended June 30, 2026, the Company repurchased approximately 47,000 shares of its common stock at a price of $ 37.73 per share, or $ 1.8 million in the aggregate, from entities affiliated with three members of the Company's Board of Directors.

No amounts were due to or from these related parties as of June 30, 2026.

Other related party transactions

An officer of the Company served as a member of the board of directors of a client of the Company through the second quarter of 2025.

The Company recognized $ 1.2 million and $ 2.5 million of revenues from such client during the three months and six months ended June 30, 2025, respectively.

The Company had an effective tax rate of ( 53.4 )% and ( 50.5 )% for the three and six months ended June 30, 2026 , compared to an effective tax rate of ( 17.9 )% and ( 15.7 )%, respectively, for the corresponding period in 2025.

The effective tax rate for the three and six months ended June 30, 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 carryforward.

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.

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

(in thousands)

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Depreciation and amortization

Gain on divestiture

Loss on divestiture

Total segment operating expenses

Total segment operating (loss) income

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands)

7 unchanged sentences

Depreciation and amortization

Income from investment in European joint venture and other

Income from investment in European joint venture

Total segment operating expenses

Total segment operating (loss) income

Six Months Ended June 30, 2026

(in thousands)

Branded Services

Experiential Services

Retailer Services

Total Company

Compensation and benefits

Reimbursable expenses 1

Other segment items 2

Depreciation and amortization

Loss on divestiture

Total segment operating expenses

Total segment operating (loss) income

Six Months Ended June 30, 2025

(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 investment in European joint venture

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.

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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 the first quarter of 2026, the Company initiated restructuring activities to align operating costs with revenue, reduce corporate costs, and transition certain back-office functions to a third-party operating model.

Expenses incurred by segment for the three and six months ended June 30, 2026, consisting primarily of employee termination costs, contract termination fees, and workforce transition costs, including employee rebadging to a third-party service provider, are summarized below.

(in thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Six Months Ended June 30, 2026

Branded Services

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Total restructuring expenses

For the three and six months ended June 30, 2026, $ 3.0 million of these restructuring charges were recorded within cost of revenues with the remainder recorded within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2026, an accrued restructuring liability of $ 5.7 million was outstanding.

The Company estimates that it will incur additional costs of approximately $ 1.0 million to $ 3.0 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.

These costs are expected to primarily relate to workforce transition activities, including technology and professional services.

Commitments and Contingencies

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Stock-Based Compensation

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

The Company has granted under the Company 2020 Incentive Award Plan, as amended (the “Plan”), 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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

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Weighted-average remaining requisite service periods

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

The following table summarizes the PSU activity for the six months ended June 30, 2026:

Performance Share Units

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PSU performance adjustment (1)

Outstanding at March 31, 2026 (2)

Outstanding at June 30, 2026 (2)

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

3 unchanged sentences

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

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

During the six months ended June 30, 2026, the following activities involving RSUs occurred under the Plan:

Number of RSUs

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Outstanding at January 1, 2026

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 .

Outstanding at June 30, 2026

As of June 30, 2026, the total remaining unrecognized compensation cost related to RSUs amounted to $ 36.0 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.5 years.

Stock Options

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

During the six months ended June 30, 2026, the following activities involving nonqualified stock options occurred under the Plan:

Stock Options

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Cancelled/Expired

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Outstanding at June 30, 2026

Exercisable at June 30, 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

Period Ended June 30, 2026

Exercise Price

3 unchanged sentences

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 .

As of June 30, 2026, the Company had approximately $ 5.3 million of total unrecognized compensation expense related to stock options, which the Company expects to recognize over a weighted-average period of approximately 3.1 years.

There were no options exercised during the three and six months ended June 30, 2026 and 2025 .

Earnings Per Share

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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 weighted average common shares and net loss reflect the Reverse Stock Split for all periods presented on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

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

4 unchanged sentences

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 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 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.

Stock-based awards of 0.4 million and 0.4 million weigh ted-average shares were outstanding for the three and six months ended June 30, 2026 , respectively, but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive.

Stock-based awards of 0.3 million and 0.3 million weighted-average shares were outstanding for the three and six months ended June 30, 2025 , respectively, but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive.

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