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What changed in Advantage Solutions Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Advantage Solutions Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+413 added517 removedSource: 10-K (2026-03-03) vs 10-K (2025-03-07)

Top changes in Advantage Solutions Inc.'s 2025 10-K

413 paragraphs added · 517 removed · 265 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeRetailer Services segment revenues are primarily recognized in commissions, fee-for-service, and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior.
Biggest changeRetailer Services Retailer Services provides solutions that support retailers in the development of in‑store merchandising execution, private brands and retail‑media and marketing initiatives. Revenues are recognized through commissions, fee‑for‑service, or cost‑plus arrangements. Retailer Merchandising We deliver reset services, category updates, space management support, audits, data collection, and in‑store execution.
Our talent and leadership development programs are intended to foster our teammates’’ ambitions, help develop their careers and support their changing needs and the needs of the business. We believe that our teammates’ contributions and active engagement with their fellow teammates are important to the strength of our operational and financial performance.
Our talent and leadership development programs are intended to foster our teammates’ ambitions, help develop their careers and support their changing needs and the needs of the business. We believe that our teammates’ contributions and active engagement with their fellow teammates are important to the strength of our operational and financial performance.
At the same time, we remain committed to providing 5 opportunities for our teammates to grow and develop their careers with us and encourage internal movement including promotions to leadership roles within our business units for high-performing or motivated teammates.
At the same time, we remain committed to providing opportunities for our teammates to grow and develop their careers with us and encourage internal movement including promotions to leadership roles within our business units for high-performing or motivated teammates.
Given the nature of our services, our recruiting and retention practices are important to meeting the needs and expectations of our clients and customers. As such, we set clear objectives with our teammates, analyze performance and reward and recognize teammates who outperform.
Given the nature of our services, our recruiting and retention practices are important to meeting the needs and expectations of our clients. As such, we set clear objectives with our teammates, analyze performance and reward and recognize teammates who outperform.
No matter their career goals, we are committed to developing, rewarding and retaining high-performing teammates as we transform our business in response to the ever-changing needs of our clients and industry. We strive to cultivate respect, trust and transparency, and we embrace a diversity of thought and of people.
No matter their career goals, we are committed to developing, rewarding and retaining high-performing teammates as we transform our business in response to the ever-changing needs of our clients and industry. We strive to cultivate respect, trust and transparency, and we embrace a variety of thought and of people.
Furthermore, as our company transforms within an evolving industry, we are focused at all levels on improving turnover, retention, development, and the overall teammate experience. We historically experience meaningful turnover among our entry-level part-time teammates each year We experience less turnover among our mid-level and senior-level teammates.
Furthermore, as our company transforms within an evolving industry, we are focused on improving turnover, retention, development, and the overall teammate experience. We historically experience meaningful turnover among our entry-level part-time teammates each year. We experience less turnover among our mid-level and senior-level teammates.
Foreign Corrupt Practices Act, the UK Bribery Act and other similar anti-bribery and anti-kickback laws and regulations that generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business; and federal, state and foreign anti-corruption, data protection, privacy, consumer protection, content regulation and other laws and regulations, including without limitation, GDPR and the CCPA.
Foreign Corrupt Practices Act, the UK Bribery Act and other similar anti-bribery and anti-kickback laws and regulations that generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business; and federal, state and foreign anti-corruption, data protection, privacy, consumer protection, content regulation and other laws and regulations.
We are committed to creating a workplace where our teammates are seen, heard, respected, protected, valued, feel a sense of belonging and have an opportunity to pursue their career goals and dreams. We believe diversity, equity and inclusion are important components of our commitment to putting people first and our long-term operational and financial success.
We are committed to creating a workplace where our teammates are seen, heard, respected, protected, valued, feel a sense of belonging and have an opportunity to pursue their career goals and dreams. We believe that our commitment to belonging and impact are important components of our commitment to putting people first and our long-term operational and financial success.
As of December 31, 2024, none of our teammates in the United States were represented by a trade union or were the subject of a collective bargaining agreement. We are committed to promoting a performance culture with a high degree of teammate engagement and an environment where everyone feels welcomed and included.
As of December 31, 2025, none of our teammates in the United States were represented by a trade union or were the subject of a collective bargaining agreement. We are committed to promoting a performance culture with a high degree of teammate engagement and an environment in which our teammates feel welcomed and included.
Human Capital Management Our people, who we refer to as our teammates, represent one of the most important assets to our business. As of December 31, 2024, we employed approximately 69,000 teammates. Approximately 17,000 are full-time and approximately 52,000 are part-time. Approximately 52,000 of our teammates are in the United States.
Human Capital Management Our teammates represent one of the most important assets to our business. As of December 31, 2025, we employed approximately 73,000 teammates. Approximately 16,000 are full-time and approximately 57,000 are part-time. Approximately 57,000 of our teammates are in the United States.
Government Regulation In connection with the services we provide, we must comply with various laws and regulations from federal, state, local and foreign regulatory agencies. We believe that we are in material compliance with regulatory requirements applicable to our business.
We continue to evaluate opportunities for portfolio simplification and targeted investment in capabilities that support omni‑commerce execution. Government Regulation In connection with the services we provide, we must comply with various laws and regulations from federal, state, local and foreign regulatory agencies. We believe that we are in material compliance with regulatory requirements applicable to our business.
Equal Employment Opportunity Commission and the equivalent state agencies and other similar laws; food safety matters ( e.g. , federal, state and local certification and training and inspection and enforcement of standards for our teammates, facilities, equipment and the products we promote), alcohol beverage regulations, food and permitting matters ( e.g. , licensing under the Perishable Agricultural Commodities Act and regulations from the U.S.
Equal Employment Opportunity Commission and the equivalent state agencies and other similar laws; 3 food safety matters ( e.g. , federal, state and local certification and training and inspection and enforcement of standards for our teammates, facilities, equipment and the products we promote), alcohol beverage regulations, food and permitting matters, custom and import matters with respect to products shipped across international borders; federal and foreign laws and regulations regarding tariffs, taxes, embargoes, retaliations and other governmental responses; the U.S.
We believe that a diverse workforce that is reflective of our diverse customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate.
We believe that a workforce that is reflective of our client base will position us to better understand clients’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate. Different experiences and perspectives amongst our teammates allow them to evaluate business challenges through multiple approaches and help guide us in a thoughtful way.
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Item 1. Business Our Company As a leading business solutions provider to consumer-packaged goods companies and retailers, we offer a platform of high-quality, interconnected, essential, business-critical omni-channel services such as brokerage (headquarter sales), retail merchandising, in-store sampling and private brand development.
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Item 1. Business Our Company We provide outsourced sales, marketing, merchandising, sampling, and retailer support services to consumer packaged goods (“CPG”) manufacturers and retailers primarily across North America. Our services are designed to support distribution, retail execution, shopper engagement, and private brand development across both physical and digital commerce environments.
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We assist brands and retailers of all sizes in getting the right products on the shelf - both physical or digital - and into the hands of consumers however they choose to shop. We innovate as a trusted partner with our clients, solving problems to increase efficiency, effectiveness and sales across various channels.
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We serve more than 4,000 clients across grocery, mass, club, retail pharmacy, convenience, and other channels in over 100,000 retail locations. We operate through three reportable segments: Branded Services, Experiential Services, and Retailer Services. Our revenue model consists of commissions, fee for service arrangements, and cost-plus structures depending on the nature of the engagement.
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We are proud to serve more than 4,000 clients across diverse categories, such as grocery, mass merchandisers, club, drug and convenience retailers, maintaining trusted relationships and reach spanning more than 100,000 coast-to-coast locations. Our services reflect our differentiated business systems, talent, relationships, scale and expertise.
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Expenses related to our employees, which we refer to as teammates, are a major component of the costs associated with our service delivery model, and financial performance is influenced by program volumes, service mix, and workforce utilization. During the most recent period, clients adjusted spending across several categories while continuing to support consumer engagement and in‑store execution.
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We listen, learn and invest in capabilities that help us meet the evolving needs of brands and retailers. This approach enables us to address existing challenges more effectively and tackle new issues promptly while navigating an increasingly omni-channel world. Our experience and the transformation underway are designed to improve our core capabilities through technology and strategic partnerships over time.
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We continued to simplify our operations, including the divestiture of non-core businesses and advancement of our enterprise systems modernization, to align our capabilities with market needs and improve operating efficiency. Branded Services Branded Services provides sales, merchandising, and omni‑commerce marketing support to branded CPG manufacturers. We deliver these services under commission, fee‑for‑service, or cost‑plus arrangements.
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We are committed to staying at the forefront of industry trends to harness data and analytic solutions that support our teammates in creating, executing, and measuring insight-based plans to foster our clients’ business growth.
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Brokerage Services (Headquarter Sales) We represent manufacturer-clients in their commercial relationships with retailers, supporting business development, sales planning, distribution optimization, pricing and promotional strategies, and category recommendations. Our teams leverage retailer and consumer data, category and space management tools, and post‑event analytics to assist clients in expanding distribution and improving product placement.
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At the most fundamental level: • We operate at the nexus of consumer-packaged goods companies and retailers and are trusted partners for both. • We help our clients sell more while spending less, making their operations more effective and efficient. • We succeed by delivering market-leading services daily and offering innovative client solutions through a nimble operating platform. • We drive our productivity to fuel reinvestment and growth in Advantage Solutions. • Simply put, we seek to operate better, cost-effectively, and faster, keeping commerce and life moving for clients and consumers. 2 Our Solutions Our interconnected solutions for consumer-packaged goods brands and retailers are provided across three segments — Branded Services, Experiential Services and Retailer Services.
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Branded Merchandising Our field teams execute in‑store merchandising activities including shelf maintenance, promotional display installation, inventory checks, and distribution validation. We offer dedicated, syndicated, and hybrid coverage models. Merchandising applications, routing tools, and daily point‑of‑sale data help prioritize store visits and address out‑of‑stock and other execution issues.
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Branded Services We serve as the strategic extension of consumer-packaged goods brands by offering services that include selling to retailers, retail merchandising and omni-channel marketing. We typically generate revenues on a commission, fee-for-service or cost-plus basis. Our primary branded services include: Brokerage Services (Headquarter Sales) Our brokerage service offerings focus on providing solutions for branded consumer goods manufacturers and retailers.
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We also offer logistics and supply chain support focused on product flow and inventory management. 2 Omni-commerce Marketing Services We develop and execute shopper‑centric marketing programs across in‑store, digital shelf, e‑commerce platforms, social and influencer channels, and custom content programs. We also provide national consumer promotion services designed to drive product trial and awareness.
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We represent our clients and facilitate relationships with retailers across a range of matters, including business development and sales planning that drives awareness and gets brands onto physical and digital shelves for consumers.
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Experiential Services Experiential Services provides in‑store and digital sampling programs, demonstrations, and experiential events for manufacturers and retailers. These programs are designed to drive trial, conversion, and sustained consumer engagement. Revenues are generally earned on a fee‑for‑service or cost‑plus basis. We execute large‑scale sampling programs and design and manage consumer events ranging from brand activations to premium gatherings.
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We create customized, data-driven business plans for clients and present business cases that aim to increase product distribution and optimize shelf placement, pricing and promotion of their products within our extensive network of industry contacts spanning retailer buying organizations and senior executive ranks.
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These services support retailer objectives related to inventory accuracy, product placement, and store presentation, allowing retailer staff to focus on customer service. Advisory Services Our private brand agency supports retailers in private brand strategy, product development, sourcing, packaging, design, and program management. Analytical teams assist with assortment planning, supplier partnerships, and ongoing brand management.
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Our services are enhanced by our comprehensive understanding of both the manufacturers’ and retailers’ strategic priorities and proactive approach to identifying business-building opportunities. Our scale allows us to offer these services locally, regionally or nationally for a client’s designated product, brand, or entire portfolio.
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Agency Services We operate print and digital circular programs, manage merchandising and display platforms, and execute retail media and targeted advertising programs using proprietary and third‑party data to reach defined consumer audiences across digital channels. Competition We compete with national and regional providers of outsourced sales, merchandising, and marketing services, as well as in‑house teams within CPG manufacturers and retailers.
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To support our sales efforts, we have a dedicated team of analytics professionals who provide category and space management services. These experts analyze consumer purchase and retailer data to identify retail opportunities that increase sales of our client's products and categories.
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Competitive factors include service quality, data and analytics capabilities, technology enablement, geographic coverage, and cost‑effectiveness. Strategy Our strategic priorities include strengthening our core service offerings, improving operational efficiency, enhancing technology and data capabilities that support decision‑making, and aligning our cost structure with the current scale of the business.
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We utilize analytical tools that aggregate data to inform sales strategies to expand product distribution and optimize other factors such as assortment, planograms, pricing and trade promotions. Additionally, we employ post-promotion analytical tools, working closely with clients and retailers to make the necessary adjustments that align with sales and profit objectives at the product and category level.
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Our belonging and impact efforts include enterprise-wide training, teammate resource groups and community volunteer opportunities.
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Furthermore, we offer advanced analytical services for clients, including retailer point-of-sale and primary market and shopper research. Branded Merchandising We deploy teams in retail locations that draw on our comprehensive insights to support consumer packaged goods companies' in-store sales strategies.
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Our teammates conduct regular and ad hoc store visits to manage product availability and positioning, implement promotions, install point-of-purchase displays, and perform other value-added merchandising services down to the aisle, shelf, and SKU. We offer our clients a wide array of flexible service models for our retail services coverage.
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In our dedicated coverage model, our teammates perform services exclusively for a particular client and have intimate knowledge of its categories and products. Our syndicated coverage model utilizes shared teams in particular channels to perform services for multiple clients while in a store.
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We also offer hybrid coverage models whereby clients can choose to have dedicated teams covering designated channels or retailers and syndicated coverage for other channels.
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Our branded merchandising services leverage internally sourced or third-party technologies for daily point-of-sale store data, supply chain data and advanced algorithms to target and correct potential store-level merchandising issues in real-time, such as stock-keeping units that are void, out of stock or past expiration.
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We use this information to improve the routing of our retail teams to address client’s needs and mitigate risk. We also prioritize our teammates’ work to address the highest-value opportunities while conducting a store visit. We also offer supply chain and logistics services that deliver a more efficient and seamless flow of products from the warehouse to the consumer.
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We navigate retail distribution complexities and enhance consumer experiences with timely delivery and customer satisfaction. We help clients reach their target audiences by leveraging technology to optimize logistics, procurement and supply chain management. 3 We regularly seek opportunities to enhance our suite of technologies through internal development and strategic partnerships.
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For example, we recently implemented routing software that can efficiently and effectively guide our teammates from location to location, considering store volume, sales velocity, location and in-store conditions. Additionally, our teammates utilize merchandising applications and scanners in-store to efficiently and effectively execute various activities such as distribution tasks, validating promotional compliance or answering survey questions.
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Omni-commerce Marketing Services We create distinct, shopper-centric brand experiences that seek to stand out physically and digitally across multiple consumer touchpoints, including digital shelf, Amazon, in-store, promotions, social/influencer, media, custom content and beyond. We immerse ourselves in each brand, leveraging consumer insights and retail intelligence to craft memorable campaigns that help brands break through and grow.
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Consumer packaged goods companies also hire us for national consumer promotions designed to broadly stimulate demand and awareness of their products. Experiential Services We help brands break through, build loyalty, and drive sales with omni-channel sampling experiences in-store and online.
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We are a global leader in sampling and demonstration services, which we believe enhance the shopper experience and accelerate buy rates across channels and touchpoints, driving trial, sales lift, and brand loyalty. We manage highly customized, large-scale sampling programs for leading brands and retailers. Revenues are primarily recognized as fee-for-service and cost-plus fees for providing in-store, digital sampling, and demonstrations.
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We cultivate community, loyalty, and results-driven relationships through world-class brand events. We design, orchestrate, and execute brand and premium events connecting consumers with brands, retailers, and products, leveraging our expertise in consumer insights and experiential marketing. Retailer Services We provide retailers end-to-end solutions, including private brand strategy, merchandising, retail media and aisle/shelf optimization.
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Our primary retailer services include: Retailer Merchandising We serve select retailers as their exclusive providers and other retailers as authorized providers of in-store merchandising or reset services.
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For some of our retailer clients, we perform other in-store services, such as compliance audits, data collection, in-store product assembly and certain advisory services, such as analytics and planogram services to increase sales and optimize inventory and space management. These services allow the retailer’s personnel to focus on interacting with and servicing its shoppers.
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We equip retailers with experienced trade professionals, movers and lifters to build out and bring the physical shopping experience to life. Advisory Services We expand our clients’ businesses globally with our leading private brand agency, Daymon. We have the expertise to drive loyalty, differentiation, and sales by combining strong relationships through decades of partnerships with manufacturers and retailers.
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We help maximize the market potential of private brand portfolios by providing comprehensive strategy, development and management services to retailers and private brand manufacturers. 4 By leveraging our analytical capabilities and expertise, we develop strategies and provide insights that help retailers establish and grow productive and profitable private brand programs across new and existing product categories.
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This process often begins with a thorough marketplace analysis to develop a private brand portfolio strategy that aligns with a client’s priorities. We help identify the most compelling product categories to target and specific products to develop. We also provide packaging and design services to bring our retailer clients’ brands to life through strong brand identities.
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Our retailer clients are supported by analytical teams and teammates who execute strategies through assortment planning, product sourcing and marketing and ongoing program management. Agency Services We manage a wide variety of media, merchandising and display platforms for retailers, including multi-manufacturer print and digital circular programs.
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We offer targeted media and advertising solutions powered by our proprietary data or through third-party partnerships that deliver to curated, custom audiences. Our cross-screen advertising capabilities enable advertisers to target and engage with custom audience segments across devices via rich media, display, email and value exchange ads.
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Department of Agriculture), custom and import matters with respect to products imported to and exported across international borders; • federal and foreign laws and regulations regarding tariffs, taxes, embargoes, retaliations and other governmental responses; • the U.S.
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Diverse perspectives amongst our teammates allow them to evaluate issues through different experiences and perspectives and help guide us in a thoughtful way. Our diversity, equity and inclusion efforts include enterprise-wide training, a diversity equity and inclusion board, and eight distinct resource groups, and we encourage a culture of inclusivity.
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Intellectual Property We own or have the rights to use certain trade names and trademarks that are registered with the U.S. Patent and Trademark Office or other foreign trademark registration offices or exist under common law in the United States and other jurisdictions.
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Trade names that are important in identifying and distinguishing our business include, but are not limited to, Advantage Solutions, Advantage Sales, Daymon, SAS and, Club Demonstration Services. Our rights to some of these trade names and trademarks may be limited to select markets. We also own domain names, including advantagesolutions.net and youradv.com.
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We rely on trade secrets, including unpatented know-how, and proprietary systems and information, to maintain and develop our technology-enabled services.
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We try to protect trade secrets and know-how by taking reasonable steps to keep them confidential, including entering into nondisclosure and confidentiality agreements with our teammates and contractors that contain confidentiality obligations and entering into invention assignment commitments that obligate teammates and contractors to assign to us any inventions developed in the course of their work for us.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSummary of Principal Risks Associated with Our Business Set forth below is a summary of some of the principal risks we face: market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; our ability to hire, timely train and retain talented individuals for our workforce, and to maintain our corporate culture as we grow; 6 the effects of future pandemics and the measures taken to mitigate their spread including their adverse effects on our business, results of operations, financial condition and liquidity; developments with respect to retailers that are out of our control; our ability to continue to generate significant operating cash flow; consolidation within the industry of our clients creating pressure on the nature and pricing of our services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing and technology programs and relationships; our ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; interruption of supply chains and tariffs, retaliations or other governmental restrictions; client procurement strategies putting additional operational and financial pressure on our services; our ability to avoid or manage business conflicts among competing brands; limitations, restrictions and business decisions involving our joint ventures and minority investments; our ability to identify attractive acquisition targets, acquire them at attractive prices and successfully integrate the acquired businesses; difficulties in integrating acquired businesses; complications with the implementation of our new enterprise resource planning system; changes in applicable laws or regulations; the possibility that we may be adversely affected by other political, economic, business and/or competitive factors; failure to meet environmental, social and governance expectations or standards could adversely affect our business, results of operations, financial condition or stock price; our ability to respond to changes in digital practices and policies; exposure to foreign currency exchange rate fluctuations and risks related to our international operations; our substantial indebtedness and our ability to refinance at favorable rates; our ability to maintain proper and effective internal control over financial reporting in the future; and the ability to maintain applicable listing standards.
Biggest changeSummary of Principal Risks Associated with Our Business Set forth below is a summary of some of the principal risks we face: market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; our ability to hire, timely train and retain talented individuals for our workforce, and to maintain our corporate culture as we grow; developments with respect to retailers that are out of our control; our ability to continue to generate significant operating cash flow; consolidation within the industry of our clients creating pressure on the nature and pricing of our services; CPG manufacturers and retailers reviewing and changing their sales, retail, marketing and technology programs and relationships; our ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; interruption of supply chains and tariffs, retaliations or other governmental restrictions; client procurement strategies putting additional operational and financial pressure on our services; our ability to avoid or manage business conflicts among competing brands; service failures or disruptions related to certain functions we have outsourced to third-party service providers; business decisions involving our joint ventures and minority investments; our ability to identify attractive acquisition targets, acquire them at attractive prices and successfully integrate the acquired businesses; difficulties in integrating acquired businesses; changes in applicable laws or regulations; the possibility that we may be adversely affected by other political, economic, business and/or competitive factors; failure to meet environmental, social and governance expectations or standards could adversely affect our business, results of operations, financial condition or stock price; our ability to respond to changes in digital practices and policies; the harm the use of artificial intelligence (“AI”) in our business may cause to our business and reputation; the effects of future pandemics and the measures taken to mitigate their spread including their adverse effects on our business, results of operations, financial condition and liquidity; exposure to foreign currency exchange rate fluctuations and risks related to our international operations; our substantial indebtedness and our ability to refinance at favorable rates; our ability to achieve the anticipated benefits of our recent debt transactions; complications with the implementation of additional aspects of our new enterprise resource planning system; our ability to maintain proper and effective internal control over financial reporting in the future; and the ability to maintain applicable listing standards. 5 Risks Related to the Company’s Business and Industry Market-driven wage increases and changes to wage or job classification regulations, including minimum wages could adversely affect our business, financial condition or results of operations.
When companies consolidate, the services they previously 8 purchased separately are often purchased by the combined entity, leading to the termination of relationships with certain service providers or demands for reduced fees and commissions. The combined company may also choose to insource certain functions that were historically outsourced, resulting in the termination of existing relationships with third-party service providers.
When companies consolidate, the services they previously purchased separately are often purchased by the combined entity, leading to the termination of relationships with certain service providers or demands for reduced fees and commissions. The combined company may also choose to insource certain functions that were historically outsourced, resulting in the termination of existing relationships with third-party service providers.
Moreover, our failure to comply with these laws and regulations, as interpreted and enforced, could lead to fines, penalties or management distraction or otherwise harm our business. Our insurance may not provide adequate levels of coverage against claims. We believe that we maintain insurance customary for businesses of our size and type.
Moreover, our failure to comply with these laws and regulations, as interpreted and enforced, could lead to fines, penalties or management distraction or otherwise harm our business. Our insurance may not provide adequate levels of coverage against claims. 25 We believe that we maintain insurance customary for businesses of our size and type.
Historically, substantially all of our sales segment revenues were generated by sales and services that ultimately occurred in traditional retail stores. The retail industry is evolving, as demonstrated by the number of retailers that offer both traditional retail stores and e-commerce platforms or exclusively e-commerce platforms.
Historically, substantially all of our Branded Services segment revenues were generated by sales and services that ultimately occurred in traditional retail stores. The retail industry is evolving, as demonstrated by the number of retailers that offer both traditional retail stores and e-commerce platforms or exclusively e-commerce platforms.
Even if product claims against us are not successful or fully pursued, these claims could be costly and time consuming and may require our management to spend time defending the claims rather than operating our business.
Even if product claims against us are not successful or fully pursued, 19 these claims could be costly and time consuming and may require our management to spend time defending the claims rather than operating our business.
Compliance with the new obligations imposed by the CCPA depends in part on how its requirements are interpreted and applied by the California attorney general, courts, and the new California Privacy Protection Agency.
Compliance with obligations imposed by the CCPA depends in part on how its requirements are interpreted and applied by the California attorney general, courts, and the California Privacy Protection Agency.
Our business is subject to risks associated with climate change. The effects of climate change, and a resulting shift to a lower carbon economy, could present several climate-related risks for our business.
Our business is subject to risks associated with climate change. The effects of climate change, and a resulting shift to a lower carbon economy, could present climate-related risks for our business.
For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied.
When we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied.
If an active and liquid trading market is not available, you may have difficulty selling any of our Class A common stock.
If an active and liquid trading 22 market is not available, you may have difficulty selling any of our Class A common stock.
Replacing such software and infrastructure is often time-consuming and expensive and can also be intrusive to daily business operations. Further, we may not always be successful in executing these upgrades and improvements, which may result in a failure of our systems. We may experience periodic system interruptions from time to time.
However, replacing such software and infrastructure is often time-consuming and expensive and can also be intrusive to daily business operations. Further, we may not always be successful in executing these upgrades and improvements, which may result in a failure of our IT Systems. We may also experience periodic system interruptions from time to time.
These limitations may adversely affect both our and our clients’ ability to effectively target and measure the performance of our digital services.
These limitations may adversely affect both our and our clients’ ability 17 to effectively target and measure the performance of our digital services.
Providing this education, training and service requires that our personnel who manage our online training resource or provide customer service have specific inbound experience domain knowledge and expertise, making it more difficult for us to hire qualified personnel and to scale up our support operations.
Providing this education, training and service requires that our teammates who manage our online training resource or provide customer service have specific inbound experience domain knowledge and expertise, making it more difficult for us to hire qualified teammates and to scale up our support operations.
On a pro forma basis, assuming no other prepayments of the credit facility and that our revolving credit facility is fully drawn (and to the 25 extent that SOFR, is in excess of the 0.75% floor applicable to our revolving credit facility and our term loan credit facility, respectively), each one-eighth percentage point change in interest rates would result in an approximately $0.8 million change in annual interest expense on the indebtedness under our credit facilities.
On a pro forma basis, assuming no other prepayments of the credit facility and that our revolving credit facility is fully drawn (and to the extent that SOFR, is in excess of the 0.75% floor applicable to our revolving credit facility and our term loan credit facility, respectively), each one-eighth percentage point change in interest rates would result in an approximately $2.0 million change in annual interest expense on the indebtedness under our credit facilities.
The CCPA regulates the collection, use, and processing of personal information relating to California residents, which includes our teammates. It grants certain privacy rights to California residents, including the right to access, correct, and delete personal information relating to such individuals under certain circumstances.
The CCPA regulates the collection, use, and processing of personal information relating to California residents, which includes our employees. It grants certain privacy rights to California residents, including the right to access, correct, and delete personal information relating to such individuals under certain circumstances.
For example, during the year ended December 31, 2024, we recognized goodwill impairment charges of $233.2 million due to the pending sale of one of the businesses that comprised a substantial portion of the Branded Agencies reporting unit and a loss of clients and a reduction in the scope of client services as our clients in the Branded Services reporting unit implemented internal cost reduction initiatives.
Moreover, during the year ended December 31, 2024, we recognized goodwill impairment charges of $233.2 million due to the pending sale of one of the businesses that comprised a substantial portion of the Branded Agencies reporting unit and a loss of clients and a reduction in the scope of client services as our clients in the Branded Services reporting unit implemented internal cost reduction initiatives.
Although we make reasonable efforts to comply with all applicable laws and regulations and have invested and continue to invest human and technology resources into data privacy compliance efforts, there can be no assurance that we will not be subject to 16 regulatory action, including fines, in the event of an incident or other claim.
Although we make reasonable efforts to comply with all applicable laws and regulations and have invested and continue to invest human and technological resources into data privacy compliance efforts, there can be no assurance that we will not be subject to regulatory action, including fines, in the event of an incident or other claim.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Borrowings under our credit facilities are at variable rates of interest and expose us to interest rate risk.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Borrowings under our credit facilities, including under our debt transactions, are at variable rates of interest and expose us to interest rate risk.
Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies or the diversion of management time and attention. 12 We may choose to pay cash, incur debt or issue equity securities to pay for any such acquisition.
Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies or the diversion of management time and attention. 10 We may choose to pay cash, incur debt or issue equity securities to pay for any acquisition.
The demand for our services is dependent on the ability of retailers and consumer goods manufacturers to offer and deliver products directly or indirectly to consumers. We provide services involving a wide variety of brands that are sourced from domestic and international suppliers.
The demand for our services is dependent on the ability of retailers and CPG manufacturers to offer and deliver products directly or indirectly to consumers. We provide services involving a wide variety of brands that are sourced from domestic and international suppliers.
As of December 31, 2024, we employed approximately 69,000 teammates, many of whom are paid above, but near, applicable minimum wages, and their wages may be affected by changes in minimum wage laws. Additionally, many of our salaried teammates are paid at rates that could be impacted by changes to minimum pay levels for exempt roles.
As of December 31, 2025, we employed approximately 73,000 teammates, many of whom are paid above, but near, applicable minimum wages, and their wages may be affected by changes in minimum wage laws. Additionally, many of our salaried teammates are paid at rates that could be impacted by changes to minimum pay levels for exempt roles.
Consumer goods manufacturers and retailers may periodically review and change their sales, retail, marketing and technology programs and relationships to our detriment. The consumer goods manufacturers and retailers to whom we provide our business solutions operate in highly competitive and rapidly changing environments.
CPG manufacturers and retailers may periodically review and change their sales, retail, marketing and technology programs and relationships to our detriment. The CPG manufacturers and retailers to whom we provide our business solutions operate in highly competitive and rapidly changing environments.
These perceived competitive conflicts may also become more challenging to avoid or manage as a result of continued consolidation in the consumer goods and retail industries and our own acquisitions.
These perceived competitive conflicts may also become more challenging to avoid or manage as a result of continued consolidation in the CPG and retail industries and our own acquisitions.
(“Topco”), we have goodwill and intangible assets recorded on our balance sheet of $0.5 billion and $1.3 billion, respectively, as of December 31, 2024, as further described in Note 3 Goodwill and Intangible Assets to our consolidated financial statements for the year ended December 31, 2024.
(“Topco”), we have goodwill and intangible assets recorded on our balance sheet of $0.4 billion and $1.0 billion, respectively, as of December 31, 2025, as further described in Note 3 Goodwill and Intangible Assets to our consolidated financial statements for the year ended December 31, 2025.
Our five largest clients generated approximately 21.8% of our revenues, none of which individually generated more than 10%, in the fiscal year ended December 31, 2024. These clients are generally able to reduce or cancel spending on our services on short notice for any reason.
Our five largest clients generated approximately 22% of our revenues, none of which individually generated more than 10%, in the fiscal year ended December 31, 2025. These clients are generally able to reduce or cancel spending on our services on short notice for any reason.
If we do not help our customers use multiple applications and provide effective ongoing service, our ability to sell additional functionality and services to, or to retain, existing customers may suffer and our reputation with existing or potential customers may be harmed. We may be adversely affected if clients reduce their outsourcing of sales and marketing functions.
If we do not provide effective ongoing service to our clients, our ability to sell additional functionality and services to, or to retain, existing clients may suffer and our reputation with existing or potential clients may be harmed. We may be adversely affected if clients reduce their outsourcing of sales and marketing functions.
Among other things, in the absence of a liquid public trading market: you may not be able to liquidate your investment in shares of Class A common stock; you may not be able to resell your shares of Class A common stock at or above the price attributed to them when we became a publicly traded company; the market price of shares of Class A common stock may experience significant price volatility; and there may be less efficiency in carrying out your purchase and sale orders. 23 The trading price of our Class A common stock may be volatile or may decline regardless of our operating performance.
Among other things, in the absence of a liquid public trading market: you may not be able to liquidate your investment in shares of Class A common stock; you may not be able to resell your shares of Class A common stock at or above the price attributed to them when we became a publicly traded company; the market price of shares of Class A common stock may experience significant price volatility; and there may be less efficiency in carrying out your purchase and sale orders.
Our business and results of operations are affected by developments with and policies of retailers that are out of our control. A limited number of national retailers account for a large percentage of sales for our consumer goods manufacturer clients.
Our business and results of operations are affected by developments with and policies of retailers that are out of our control. A limited number of national retailers account for a large percentage of sales for our CPG clients.
In November 2021, our board of directors authorized a share repurchase program, under which we may repurchase up to $100.0 million of our outstanding Class A common stock (the “2021 Share Repurchase Program”). As of December 31, 2024, the remaining amount available for repurchase pursuant to the 2021 Share Repurchase Program is $47.1 million.
In November 2021, our board of directors authorized a share repurchase program, under which we may repurchase up to $100.0 million of our outstanding Class A common stock (the “2021 Share Repurchase Program”). As of December 31, 2025, the remaining amount available for repurchase pursuant to the 2021 Share Repurchase Program is $46.2 million.
GDPR, CCPA, and other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines, or demands or orders that we modify or cease existing business practices.
Privacy laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines, or demands or orders that we modify or cease existing business practices, including data deletion and algorithmic disgorgement.
Moreover, the proliferation of supply chain-based cyber-attacks and vendor security incidents increases these potential risks and costs even in cases where the attack did not target us, occur on our systems, or result from any action or inaction by us.
Moreover, the proliferation of vendor security incidents increases these potential risks and costs even in cases where the attack did not target us, occur on our IT Systems, or result from any action or inaction by us.
As of December 31, 2024, we had total indebtedness of $1.7 billion, excluding debt issuance costs, with an additional $44.1 million of letters of credit outstanding under our revolving credit facility.
As of December 31, 2025, we had total indebtedness of $1.7 billion, excluding debt issuance costs, with an additional $62.0 million of letters of credit outstanding under our revolving credit facility.
If we are unable to respond effectively to the expectations and demands of such retailers or if retailers do not designate us as their exclusive provider or one of their preferred providers for any reason, they could reduce or restrict the services that we are permitted to perform for our clients at their facilities or require our clients to purchase services from other designated services providers, which include our competitors, either of which could adversely affect our business or results of operations.
If we are unable to respond effectively to the expectations and demands of such retailers or if retailers do not designate us as their exclusive provider or one of their preferred providers for any reason, they could reduce or restrict the services that we are permitted to perform for our clients at their facilities or require our clients to purchase services from other designated services providers, which include our competitors, either of which could adversely affect our business or results of operations. 6 Consolidation in the industries we serve could put pressure on the pricing of our services, which could adversely affect our business, financial condition or results of operations.
Subject to covenant compliance and certain conditions, as of December 31, 2024, the agreements governing our indebtedness would have permitted us to borrow up to an additional $455.9 million under our revolving credit facility.
Subject to covenant compliance and certain conditions, as of December 31, 2025, the agreements governing our indebtedness would have permitted us to borrow up to an additional $438.0 million under our revolving credit facility.
If we are not able to successfully integrate an acquisition, if we incur significantly greater costs to achieve the expected synergies than we anticipate or if activities related to the expected synergies have unintended consequences, our business, financial condition or results of operations could be adversely affected.
If we are not able to successfully integrate an acquisition, if we incur significantly greater costs to achieve the expected synergies than we anticipate or if activities related to the expected synergies have unintended consequences, our business, financial condition or results of operations could be adversely affected. We may be subject to unionization, work stoppages, slowdowns or increased labor costs.
The selling and sharing of personal information by businesses for digital advertising and marketing purposes remains a priority of regulators, including the Federal Trade Commission and California Attorney General.
Specifically, the selling and sharing of personal information by businesses for digital advertising and marketing purposes remains a priority of regulators, including the FTC and California Attorney General.
For example, the COVID-19 pandemic and measures taken to mitigate the spread of COVID-19, including restrictions on large gatherings, “shelter in place” health orders and travel restrictions, had far-reaching direct and indirect impacts on many aspects of our operations, including temporary termination of certain in-store demonstration services and other services, as well as on consumer behavior and purchasing patterns.
For example, the COVID-19 pandemic and measures taken to mitigate the spread of COVID-19 had far-reaching direct and indirect impacts on many aspects of our operations, including termination of in-store demonstration services and certain other services, as well as on consumer behavior and purchasing patterns.
In addition, we and our subsidiaries have, and will have, the ability to incur additional indebtedness as incremental facilities under our credit agreement and we or our subsidiaries may issue additional notes in the future.
In addition, we and our subsidiaries have, and will have, the ability to incur additional indebtedness as incremental facilities under our credit agreement and we or our subsidiaries may issue additional notes in the future, including after the completion of our debt transactions.
Any security breach or incident, including personal data breaches, that we experience could result in unauthorized access to, or misuse, modification, destruction or unauthorized acquisition of, our internal sensitive corporate data, such as personal data, financial data, trade secrets, intellectual 14 property or other competitively sensitive or confidential data.
Any security breach or incident that we experience could result in unauthorized access to, or misuse, modification, destruction, or unauthorized acquisition of, our valuable company information, such as personal data, financial data, trade secrets, intellectual property or other competitively sensitive or confidential data.
Notwithstanding this successful election, we could 13 face future union organization efforts or elections, which could lead to additional costs, distract management or otherwise harm our business. If goodwill or other intangible assets in connection with our acquisitions become impaired, we could take significant charges against earnings.
We have faced, and in the future could face future union organization efforts or elections, which could lead to additional costs, distract management or otherwise harm our business. If goodwill or other intangible assets in connection with our acquisitions become impaired, we could take significant charges against earnings.
If we are unable to avoid or manage business conflicts among competing manufacturers and retailers, we may be unable to acquire new clients or be forced to terminate existing client relationships, and in either case, our business and results of operations may be adversely affected.
If we are unable to avoid or manage business conflicts among competing manufacturers and retailers, we may be unable to acquire new clients or be forced to terminate existing client relationships, and in either case, our business and results of operations may be adversely affected. 9 Business decisions involving our joint ventures and minority investments may adversely affect our growth and results of operations.
Item 1A. Risk Factors Investing in our securities involves risks. Before you make a decision regarding our securities, in addition to the risks and uncertainties discussed above under “Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations.
Item 1A. Risk Factors Investing in our securities involves risks. Before you make a decision regarding our securities, you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity 4 and results of operations.
Alleged violations of the CCPA may result in substantial civil penalties or statutory damages when applied at scale, of approximately $3,000 per violation or approximately $8,000 per intentional violation of any CCPA requirement, which may be applied on a per-person or per-record basis.
In 2026, violations of the CCPA may result in substantial civil penalties or statutory damages of approximately $2,700 per violation or approximately $8,000 per intentional violation of any CCPA requirement, which may be applied on a per-person or per-record basis.
Any of the aforementioned risks may be augmented if our or any third-party provider’s business continuity and disaster recovery plans prove to be inadequate in preventing the loss of data, service interruptions, disruptions to our operations or damages to important systems or facilities.
These risks are amplified if our or any third-party provider’s business continuity and disaster recovery plans prove to be inadequate in preventing the loss of data, service interruptions, disruptions to our operations or damage to important IT Systems or facilities.
For a more detailed description of the covenants and material terms of our material indebtedness, please see Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources” in this Annual Report.
For a more detailed description of the covenants and material terms of our material indebtedness, please see Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources” in this Annual Report. Our recent debt transactions may not achieve their anticipated benefits.
Any material interruption in the supply chains serving consumer goods manufacturers, retailers or ourselves, whether due to interruptions in service by our third-party logistic service providers, trade restrictions (such as increased tariffs, taxes or quotas, embargoes, customs or other governmental restrictions), pandemics, social or labor unrest, labor shortages, natural disasters, or political disputes and military conflicts that cause a material disruption in supply chains or a significant increase in supply costs could adversely affect our business and our profitability. 9 We may be unable to adapt to significant technological change, which could adversely affect our business, financial condition or results of operations.
Any material interruption in the supply chains serving CPG manufacturers, retailers or ourselves, whether due to interruptions in service by our third-party logistic service providers, trade restrictions (such as increased tariffs, taxes or quotas, 7 embargoes, customs or other governmental restrictions), pandemics, social or labor unrest, labor shortages, natural disasters, or political disputes and military conflicts that cause a material disruption in supply chains or a significant increase in supply costs could adversely affect our business and our profitability.
Complications with the implementation of our new enterprise resource planning system could adversely impact our business and operations. We rely extensively on information systems and technology to manage our business and summarize operating results. We are in the process of implementing a new enterprise resource planning (“ERP”) system to replace our existing operating and financial systems.
Complications with the further implementation of our new enterprise resource planning system could adversely impact our business and operations. We rely extensively on information systems and technology to manage our business and summarize operating results.
Additionally, price concessions can lead to margin compression, which in turn could adversely affect our business, financial condition or results of operations. If we fail to offer high-quality customer service, our business and reputation may suffer.
Additionally, price concessions can lead to margin compression, which in turn could adversely affect our business, financial condition or results of operations. If we fail to offer high-quality customer service, our business and reputation may suffer. High-quality education, training and customer service are important for services and for the renewal of existing clients and for the pursuit of potential clients.
However, we are not obligated to make any further purchases under the 2021 Share Repurchase Program and we may suspend or permanently discontinue this program at any time or significantly reduce the amount of repurchases under the program. Any announcement of a suspension, discontinuance or reduction of this program may negatively impact our reputation and investor confidence.
However, we are not obligated to make any further purchases under the 2021 Share Repurchase Program and we may suspend or permanently discontinue this program at any time or significantly reduce the amount of repurchases under the program.
Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, regulators, business partners or payment companies about the incident and provide some form of remedy, such as refunds or identity theft monitoring services, for the individuals affected by the incident. Our business is seasonal in nature and quarterly operating results can fluctuate.
Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, regulators, business partners or payment companies about the incident and provide some form of remedy, such as refunds or identity theft monitoring services, for the individuals affected by the incident. 14 Uncertainties with respect to the use of AI in our business may result in harm to our business and reputation.
Our services are seasonal in nature, with the fourth fiscal quarter typically generating a higher proportion of our revenues than other fiscal quarters.
Our business is seasonal in nature and quarterly operating results can fluctuate. Our services are seasonal in nature, with the fourth fiscal quarter typically generating a higher proportion of our revenues than other fiscal quarters.
Damage to our reputation could negatively impact our business, financial condition and results of operations. Our reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success as we enter new markets.
Our reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success as we enter new markets.
Despite current indebtedness levels, we and our subsidiaries may still be able to incur additional indebtedness, which could increase the risks associated with our indebtedness. We and our subsidiaries may be able to incur additional indebtedness in the future because the terms of our indebtedness do not fully prohibit us or our subsidiaries from doing so.
We and our subsidiaries may be able to incur additional indebtedness in the future because the terms of our indebtedness do not fully prohibit us or our subsidiaries from doing so.
If one or more of these analysts cease to cover our common stock, we could lose visibility in the market for our Class A common stock, which in turn could cause our Class A common stock price to decline. 26 Substantial future sales of our Class A common stock, or the perception in the public markets that these sales may occur, may depress our stock price.
If one or more of these analysts cease to cover our common stock, we could lose visibility in the market for our Class A common stock, which in turn could cause our Class A common stock price to decline.
The payment of cash dividends is also restricted under the terms of the agreements governing our debt and our ability to pay dividends may also be restricted by the terms of any future credit agreement or any securities we or our subsidiaries may issue. An active, liquid trading market for our Class A common stock may not be available.
The payment of cash dividends is also restricted under the terms of the agreements governing our debt and our ability to pay dividends may also be restricted by the terms of any future credit agreement or any securities we or our subsidiaries may issue.
If we are unable to use such third-party data and services or if we are unable to contract with third parties, when necessary, our business, financial condition or our results of operations could be adversely affected.
If we are unable to use such third-party data or if we are unable to contract with third parties, when necessary, our business, financial condition or our results of operations could be adversely affected. In the event that such data are unavailable for our use or the cost of acquiring such data increases, our business could be adversely affected.
Additionally, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be further delayed. We may be subject to unionization, work stoppages, slowdowns or increased labor costs.
Additionally, if we do not effectively implement the new ERP system for such business unit or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be further delayed.
Consolidation in the industries we serve could put pressure on the pricing of our services, which could adversely affect our business, financial condition or results of operations. Consolidation in the consumer goods and retail industries we serve could reduce aggregate demand for our services in the future and could adversely affect our business or our results of operations.
Consolidation in the CPG and retail industries we serve could reduce aggregate demand for our services in the future and could adversely affect our business or our results of operations.
Like the CCPA, these laws regulate the collection, use and processing of personal information relating to residents of the respective states, and grants certain privacy rights to those residents, some of which may include individuals as with the CCPA.
Like the CCPA, these laws regulate the collection, use and processing of personal information relating to residents of the respective states, and grants certain privacy rights to those residents. Similarly, the U.S.
For example, we contract with third parties to obtain the raw data on retail product sales and inventories. These suppliers of data may impose restrictions on our use of such data, fail to adhere to our quality control standards, increase the price they charge us for this data or refuse altogether to license the data to us.
These suppliers of data may impose restrictions on our use of such data, fail to adhere to our quality control standards, increase the price they charge us for this data or refuse altogether to license the data to us.
Our authorized capital stock consists of 3,290,000,000 shares of common stock and 10,000,000 shares of preferred stock.
As of February 27, 2026, our authorized capital stock consisted of 3,290,000,000 shares of common stock and 10,000,000 shares of preferred stock.
We may be subject to claims of infringement of third-party intellectual property rights that are costly to defend, result in the diversion of management’s time and efforts, require the payment of damages, limit our ability to use particular technologies in the future or prevent us from marketing our existing or future products and services.
Even if the action that we take to protect our intellectual property rights is successful, any infringement may still have a material adverse effect on our business, financial condition and results of operations. 18 We may be subject to claims of infringement of third-party intellectual property rights that are costly to defend, result in the diversion of management’s time and efforts, require the payment of damages, limit our ability to use particular technologies in the future or prevent us from marketing our existing or future products and services.
We face competition from a few other large, national or super-regional agencies as well as many niche and regional agencies. Remaining competitive in this industry requires that we closely monitor and respond to trends in all industry sectors. We cannot assure you that we will be able to anticipate and respond successfully to such trends in a timely manner.
Remaining competitive in this industry requires that we closely monitor and respond to trends in all industry sectors. We cannot assure you that we will be able to anticipate and respond successfully to such trends in a timely manner.
For example, frequent or unusually heavy snowfall, ice storms, rainstorms, windstorms or other extreme weather conditions over a prolonged period could make it difficult for consumers to travel to retail stores or foodservice locations.
For example, frequent or unusually heavy snowfall, ice storms, rainstorms, windstorms or other extreme weather conditions over a prolonged period could make it difficult for consumers to travel to retail stores. Such events could lead to lower revenues, negatively impacting our financial condition and results of operations.
In recent years, there has been an increased focus from stakeholders, regulators and the public in general on ESG matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equity and inclusion, responsible sourcing and supply chain, human rights, and social responsibility, including changes in laws and regulations related to compliance and disclosure obligations related thereto.
Certain stakeholders, regulators and the public in general have focused on ESG matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, responsible sourcing and supply chain, human rights, and social responsibility, including changes in laws and regulations related to compliance and disclosure obligations related thereto. 16 We actively seek to address this focus and comply with the evolving laws and regulations related thereto.
In the event that such data and services are unavailable for our use or the cost of acquiring such data and services increases, our business could be adversely affected. 18 We may be unable to timely and effectively respond to changes in digital practices and policies, which could adversely affect our business, financial condition or results of operations.
We may be unable to timely and effectively respond to changes in digital practices and policies, which could adversely affect our business, financial condition or results of operations.
Any such issuance could result in ownership dilution to you as a stockholder and cause the trading price of our common stock to decline. Item 1B. Unresolved Staff Comments. None
We may also issue shares of our common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, or otherwise. Any such issuance could result in ownership dilution to you as a stockholder and cause the trading price of our common stock to decline. Item 1B. Unresolved Staff Comments. None
In addition, if we are unable to comply with laws and regulations or implement effective ESG strategies, our reputation among our clients and investors may be damaged and we may incur fines and/or penalties. Moreover, there can be no assurance that any of our ESG strategies will result in improved results.
However, compliance with such laws and regulations will result in increased operating costs for us. In addition, if we are unable to comply with laws and regulations or implement effective ESG strategies, our reputation among our clients and investors may be damaged and we may incur fines and/or penalties.
Any of these events, including a significant product liability judgment against us, could result in monetary damages and/or a loss of demand for our products, both of which could have an adverse effect on our business or results of operations. 20 We generate revenues and incur expenses throughout the world that are subject to exchange rate fluctuations, and our results of operations may suffer due to currency translations.
Any of these events, including a significant product liability judgment against us, could result in monetary damages and/or a loss of demand for our products, both of which could have an adverse effect on our business or results of operations.
We are subject to the California Consumer Protection Act of 2018, which became effective in 2020, as well as its amendment, the California Privacy Rights Act of 2020 (the “CPRA”) and accompanying regulations, the California Consumer Privacy Act Regulations (collectively, the “CCPA”).
The largest area of privacy exposure relates to the collection and use of personal information of our employees. As such, we are subject to the California Consumer Protection Act of 2018, as well as its amendment, the California Privacy Rights Act of 2020 (the “CPRA”) and accompanying regulations, the California Consumer Privacy Act Regulations (collectively, the “CCPA”).
Moreover, our other equity partners and minority investments may have business interests, strategies or goals that are inconsistent with ours.
Additionally, we may rely upon our equity partners or local management for operational and compliance matters associated with our joint ventures or minority investments. Moreover, our other equity partners and minority investments may have business interests, strategies or goals that are inconsistent with ours.
In addition, there can be no assurance that one or more of our competitors who have developed competing technologies or our other competitors will not be granted intellectual property rights for their technology and allege that we have infringed on such rights. 19 Any claims that our business infringes the intellectual property rights of others, regardless of the merit or resolution of such claims, could incur substantial costs, and the time and attention of our management and other personnel may be diverted in pursuing these proceedings.
In addition, there can be no assurance that one or more of our competitors who have developed competing technologies or our other competitors will not be granted intellectual property rights for their technology and allege that we have infringed on such rights.
Certain state or municipal jurisdictions in which we operate have recently increased their minimum wage by a significant amount, and other jurisdictions are considering or plan to implement similar actions, which may increase our labor costs. 7 Any increases at the federal, state or municipal level to the minimum pay rate required to remain exempt from overtime pay may adversely affect our business, financial condition or results of operations.
Certain state or municipal jurisdictions in which we operate have recently increased their minimum wage by a significant amount, and other jurisdictions are considering or plan to implement similar actions, which may increase our labor costs.
We are a controlled company within the meaning of the Nasdaq Stock Market LLC listing requirements and as a result, may rely on exemptions from certain corporate governance requirements. To the extent we rely on such exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
To the extent we rely on such exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our common stock, the price of our Class A common stock could decline.
If we are unable to obtain insurance at an acceptable cost or on acceptable terms, we could be exposed to significant losses. If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our common stock, the price of our Class A common stock could decline.
The provisions of our certificate of incorporation and bylaws requiring exclusive venue in the Court of Chancery in the State of Delaware or the federal district courts of the United States of America for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
Accordingly, your shares of common stock may be worth less than they would be if Topco and its affiliates did not maintain voting control over us. 21 The provisions of our certificate of incorporation and bylaws requiring exclusive venue in the Court of Chancery in the State of Delaware or the federal district courts of the United States of America for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
As of February 28, 2025, the equity holders of Topco (equity funds affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Juggernaut Capital Partners, Centerview Capital, L.P., and Bain Capital (collectively, the “Advantage Sponsors”)), Topco and Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC and Conyers Park’s sponsor (the “CP Sponsor”) collectively own 229,083,807 shares, or 71.3% (including 55.9% held by Topco), of our outstanding common stock.
As of February 27, 2026, the equity holders of Topco (equity funds affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Juggernaut Capital Partners, Centerview Capital, L.P., and Bain Capital (collectively, the “Advantage Sponsors”)), Topco and Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC (the “CP Sponsor”) collectively owned 229,083,807 shares, or 69.9% (including 54.9% held by Topco), of our outstanding common stock. 20 We are a controlled company within the meaning of the Nasdaq Stock Market LLC listing requirements and as a result, may rely on exemptions from certain corporate governance requirements.
In the event that our or any third-party provider’s systems or service abilities are hindered by any of the events discussed above, our ability to operate may be impaired.
If our, or any third-party provider’s, IT Systems or service abilities are hindered by any of the events discussed above, our ability to operate may be impaired which could harm our business and reputation and cause us to incur significant liabilities.
Failure to comply with federal, state, and foreign laws and regulations relating to privacy, data protection, and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.
Failure to comply with federal, state, and foreign laws and regulations relating to privacy and data protection could adversely affect our business and our financial condition. A variety of federal, state, and foreign laws and regulations govern the collection, use, retention, sharing, and security of personal information.
A data breach or any failure, or perceived failure, by us to comply with any federal, state, or foreign privacy or consumer protection-related laws, regulations, or other principles or orders to which we may be subject, or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand, and business, and may result in fines, enforcement actions, sanctions, claims (including claims for damages by affected individuals), investigations, proceedings, or actions against us by governmental entities or others, or other penalties or liabilities or require us to change our operations and/or cease using certain data sets, among other negative consequences, any of which could have a material adverse effect on our business.
In sum, a data breach or any failure to comply with any applicable privacy or consumer protection-related laws, regulations, or other principles could adversely affect our reputation, brand, and business, and may result in fines, enforcement actions, sanctions, claims (including claims for damages by affected individuals), investigations, proceedings, or actions against us by governmental entities or others.
We cannot be certain that the industry trend to outsource will continue or not be reversed or that clients that have historically outsourced functions will not decide to perform these functions themselves.
We cannot be certain that the industry trend to outsource will continue or not be reversed or that clients that have historically outsourced functions will not decide to 8 perform these functions themselves. Unfavorable developments with respect to outsourcing could adversely affect our business, financial conditions and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSee Risk Factors Failures in, data breaches of, or incidents involving, our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations. 27 Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk management oversight function and has delegated risk management to the audit committee of the board of directors.
Biggest changeSee Risk Factors Security incidents involving our technology or infrastructure could damage our reputation and substantially harm our business and results of operations. Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk management oversight function and has delegated risk management to the audit committee of the board of directors.
Our cybersecurity risk management program includes: risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; cybersecurity awareness training of our employees, incident response personnel, and senior management; and a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
Our cybersecurity risk management program includes: risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; 26 a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; cybersecurity awareness training of our employees, incident response personnel, and senior management; and a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
The Company’s cybersecurity program is primarily managed by a dedicated cybersecurity function reporting to our CISO who reports to our CDO. Our CISO has over 20 years of experience leading cybersecurity teams and managing technology risks across multiple industries, including healthcare, sales and marketing.
The Company’s cybersecurity program is primarily managed by a dedicated cybersecurity function reporting to our CISO who reports to our CIO. Our CISO has over 20 years of experience leading cybersecurity teams and managing technology risks across multiple industries, including healthcare, sales and marketing.
At any time, board members may raise concerns regarding our cybersecurity posture and recommend future changes to, among other things, personnel, practices, controls or procedures. Our management team, including our Chief Digital Officer (“CDO”) and Chief Information Security Officer (“CISO”), is responsible for assessing and managing our material risks from cybersecurity threats.
At any time, board members may raise concerns regarding our cybersecurity posture and recommend future changes to, among other things, personnel, practices, controls or procedures. Our management team, including our Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”), is responsible for assessing and managing our material risks from cybersecurity threats.
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Our CDO has over 30 years of executive experience in IT operations and was previously the Global Chief Information Officer of Walgreens-Boots Alliance, Inc., The Kraft Heinz Company and Kraft Foods Group.
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Our CIO joined our business in March 2026, and brings over 30 years of experience in IT operations and was previously the CIO for Schnuck Markets, Inc., Furniture Brands International and the Commercial Distribution Finance business unit of General Electric.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in Clayton, Missouri, in the St. Louis-metropolitan area, where we rent approximately 6,000 square feet pursuant to a lease agreement that is scheduled to expire in August 2034. As of December 31, 2024, we operated more than 70 offices, including in the United States and internationally. We lease all of our properties.
Biggest changeItem 2. Properties Our corporate headquarters are located in St. Louis, Missouri, where we rent approximately 19,000 square feet pursuant to a lease agreement that is scheduled to expire in March of 2036. As of December 31, 2025, we operated approximately 60 offices, including in the United States and internationally. We lease all of our properties.
Leases on these offices expire at various dates from 2025 to 2034, excluding any options for renewal. We typically seek office space in proximity to retailers’ headquarters or buying offices, to aid our teammates in acting as sales representatives for our manufacturer clients.
Leases on these offices expire at various dates from 2026 to 2036, excluding any options for renewal. We typically seek office space in proximity to retailers’ headquarters or buying offices, to aid our teammates in acting as sales representatives for our manufacturer clients.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeEmployment-Related Matters We have also been involved in various litigation, including purported class or representative actions with respect to matters arising under the U.S. Fair Labor Standards Act, California Labor Code and Private Attorneys General Act.
Biggest changeCommercial Matters We have been involved in various litigation matters and arbitrations with respect to commercial matters arising with various vendors, clients and third parties. Employment-Related Matters We have also been involved in various litigation, including purported class or representative actions with respect to matters arising under the U.S.
Item 3. Legal Proceedings We are involved in various legal matters that arise in the ordinary course of our business. Some of these legal matters purport or may be determined to be class and/or representative actions or seek substantial damages or penalties. Some of these legal matters relate to disputes regarding acquisitions.
Item 3. Legal Proceedings We are involved in various legal matters that arise in the ordinary course of our business. Some of these legal matters purport or may be determined to be class and/or representative actions or seek substantial damages or penalties. Some of these legal matters 27 relate to disputes regarding acquisitions.
As a result of an investigation into that business in 2019 that identified certain misconduct, we terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after our acquisition.
Legal Matters Related to Take 5 In April 2018, we 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, we terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after our acquisition.
Many involve allegations 28 for allegedly failing to pay wages and/or overtime, failing to provide meal and rest breaks and failing to pay reporting time pay, waiting time penalties and other penalties. Proceedings Relating to Take 5 In April 2018, we acquired the business of Take 5 Media Group (“Take 5”).
Fair Labor Standards Act, California Labor Code and Private Attorneys General Act. Many involve allegations for allegedly failing to pay wages and/or overtime, failing to provide meal and rest breaks and failing to pay reporting time pay, waiting time penalties and other penalties.
We refer to the foregoing as the “Take 5 Matter.” We voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5. We intend to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter.
We refer to the foregoing as the “Take 5 Matter.” We voluntarily disclosed to the United States federal government certain misconduct occurring at Take 5. In October 2022, an arbitrator made a final award in our favor against the seller of the Take 5 business and certain beneficial owners.
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Commercial Matters We have been involved in various litigation matters and arbitrations with respect to commercial matters arising with clients, vendors and third-party sellers of businesses. We have retained outside counsel to represent us in these matters and we are vigorously defending our interests.
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During the three months ended December 31, 2025, we entered into separate agreements with two of the beneficial owners (and certain other parties) each of which provides for payments of certain specified amounts to us.
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In October 2022, an arbitrator made a final award in our favor. We are actively pursuing the collection of this award. We are currently unable to estimate if or when we will be able to collect any amounts associated with this arbitration.
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We have collected more than $16 million in aggregate payments from the beneficial owners that settled, but we are currently unable to estimate if or when it will be able to collect any amounts from an additional beneficial owner that did not settle.
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The Take 5 Matter may result in additional litigation against us, including lawsuits from clients, or governmental investigations, which may expose us to potential liability in excess of the amounts we previously offered as refunds to Take 5 clients.
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The Take 5 Matter may result in additional litigation expenses for us as we pursue collection against this additional beneficial owner and his related parties. Item 4. Mine Safety Disclosures. Not applicable. Part II
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We are currently unable to determine the amount of any potential liability, costs or expenses that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on our financial position, liquidity, or results of operations.
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Although we have insurance covering certain liabilities, we cannot be certain that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter. Item 4. Mine Safety Disclosures. Not applicable. Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of equity securities by the issuer and affiliated purchasers On November 9, 2021, we announced that our board of directors authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which we may repurchase up to $100.0 million of our Class A common stock.
Biggest changeNote that past stock price performance is not necessarily indicative of future stock price performance. Purchases of equity securities by the issuer and affiliated purchasers On November 9, 2021, we announced that our board of directors authorized the 2021 Share Repurchase Program pursuant to which we may repurchase up to $100.0 million of our Class A common stock.
We do not anticipate declaring any cash dividends to holders of the Class A common stock in the foreseeable future. 29 Stock Price Performance The graph above compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P Consumer Staples Select Sector Index.
We do not anticipate declaring any cash dividends to holders of the Class A common stock in the foreseeable future. 28 Stock Price Performance The graph above compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P Consumer Staples Select Sector Index.
The graph assumes an initial investment of $100 in our Class A common stock at the market close on December 31, 2019. Data for the S&P 500 Stock Index and S&P Consumer Staples Select Sector Index assume reinvestment of dividends. Total return equals stock price appreciation plus reinvestment of dividends.
The graph assumes an initial investment of $100 in our Class A common stock at the market close on December 31, 2020. Data for the S&P 500 Stock Index and S&P Consumer Staples Select Sector Index assume reinvestment of dividends. Total return equals stock price appreciation plus reinvestment of dividends.
The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares. During the year ended December 31, 2024, we executed open market purchases of $34.1 million of our Class A common stock under the 2021 Share Repurchase Program.
The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares. During the year ended December 31, 2025, we executed open market purchases of $0.9 million of our Class A common stock under the 2021 Share Repurchase Program.
As of December 31, 2024, there remained $47.1 million of share repurchase availability under the 2021 Share Repurchase Program. We did not repurchase any Class A common stock during the three months ended December 31, 2024. Recent Sales of Unregistered Equity Securities None. 30 Item 6. [Reserved]
As of December 31, 2025, there remained $46.2 million of share repurchase availability under the 2021 Share Repurchase Program. We did not repurchase any Class A common stock during the three months ended December 31, 2025. Recent Sales of Unregistered Equity Securities None. 29 Item 6. [Reserved]
In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.
In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our planned indebtedness associated with the refinancing.
We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future.
Dividend Policy We have not paid any cash dividends on our Class A common stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock and Warrants are currently listed on the Nasdaq Global Select Market under the symbols “ADV” and “ADVWW,” respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock is currently listed on the Nasdaq Global Select Market under the symbol “ADV.” As of December 31, 2025, there were 19 holders of record of our Class A common stock.
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As of December 31, 2024, there were 21 holders of record of our Class A common stock and 2 holders of record of our Warrants. Dividend Policy We have not paid any cash dividends on our Class A common stock to date.
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Note that past stock price performance is not necessarily indicative of future stock price performance.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(b) 723 (2,524 ) (6,934 ) Fair value adjustments related to contingent consideration related to acquisitions (c) 1,678 11,152 6,572 Acquisition and divestiture related expenses (d) (1,168 ) 3,206 18,950 Restructuring expenses (e) 30,051 Reorganization expenses (f) 88,800 56,133 5,971 Litigation (recovery) expenses (g) (1,940 ) 9,519 5,357 Costs associated with COVID-19, net of benefits received (h) 3,283 7,208 Costs associated with the Take 5 Matter, net of (recoveries) (i) 1,845 (1,380 ) 2,465 EBITDA for economic interests in investments (j) 20,266 (6,128 ) (13,686 ) Adjusted EBITDA from Continuing Operations $ 356,014 $ 352,248 $ 358,493 Reconciliations of Adjusted EBITDA from Discontinued Operations to Net income from discontinued operations is provided in the following table: Discontinued Operations Year Ended December 31, (in thousands) 2024 2023 2022 Net income from discontinued operations, net of tax $ 53,634 $ 20,829 $ 41,350 Add: Interest expense, net 48 68 72 Provision for income taxes from discontinued operations 41,318 8,639 13,104 Depreciation and amortization 4,695 15,841 17,029 (Gain) loss on divestitures (k) (95,099 ) 19,068 Stock-based compensation expense (a) (2,808 ) 3,947 4,724 Fair value adjustments related to contingent consideration related to acquisitions (c) 1,883 (790 ) (1,798 ) Acquisition and divestiture related expenses (d) 5,537 3,818 2,089 Reorganization expenses (f) 9,535 888 124 EBITDA for economic interests in investments (j) (384 ) (274 ) 798 Adjusted EBITDA from Discontinued Operations $ 18,359 $ 72,034 $ 77,492 44 Financial information by segment, including a reconciliation of Adjusted EBITDA by Segment to operating (loss) income is provided in the following table: Branded Services segment Year Ended December 31, (in thousands) 2024 2023 2022 Operating (loss) income $ (318,573 ) $ 27,193 (757,258 ) Add: Depreciation and amortization 130,212 140,932 144,354 Impairment of goodwill and indefinite-lived asset 275,170 43,500 831,008 Gain on deconsolidation of subsidiaries (58,891 ) Loss on divestitures 2,863 Stock-based compensation expense (a) 12,391 15,651 10,120 Equity-based compensation of Karman Topco L.P.
Biggest change(b) (1,524 ) 723 (2,524 ) Fair value adjustments related to contingent consideration (c) 1,678 11,136 Acquisition and divestiture related expenses (gains) (d) 2,237 (1,168 ) 3,206 Restructuring expenses (e) 931 30,051 Reorganization expenses (f) 62,939 88,800 56,166 Litigation expenses (recovery) (g) 1,133 (1,940 ) 9,519 COVID-19 related (benefits received) costs (h) (5,723 ) 3,283 (Recovery from) costs associated with the Take 5 Matter (i) (20,720 ) 1,845 (1,380 ) EBITDA for economic interests in investments (j) 14,125 20,266 (6,145 ) Adjusted EBITDA from Continuing Operations $ 331,807 $ 356,014 $ 352,248 Financial information by segment, including a reconciliation of Adjusted EBITDA by Segment to operating (loss) income is provided in the following tables: Branded Services segment Year Ended December 31, (in thousands) 2025 2024 2023 Operating (loss) income $ (64,252 ) $ (318,573 ) $ 27,193 Add: Depreciation and amortization 125,807 130,212 140,932 Impairment of goodwill and indefinite-lived asset 77,797 275,170 43,500 Gain on divestiture and deconsolidation of subsidiaries (27,983 ) (58,891 ) Stock-based compensation expense (a) 10,221 12,391 15,651 Equity-based compensation of Karman Topco L.P.
(h) Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line teammates, medical benefit payments for furloughed teammates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief.
(h) Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line teammates, medical benefit payments for furloughed teammates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief.
Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior.
Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior.
Adjusted EBITDA by Segment means, with respect to each segment, operating (loss) income from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) costs associated with COVID-19, net of benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.
Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) COVID-19 benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.
Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations means net income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestitures, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) costs associated with COVID-19, net of benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.
Adjusted EBITDA from Continuing Operations means net loss before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestiture, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) COVID-19 benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.
We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations.
We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA from Continuing Operations.
The estimated fair values of the underlying reporting units were determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment.
The estimated fair values of the underlying reporting units were determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the 32 underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment.
We present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period.
We present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we 34 do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period.
These estimates and assumptions include revenue growth rates, terminal growth rate, discount rates and royalty rate, which requires significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.
These estimates and assumptions include revenue growth rates, terminal growth 47 rate, discount rates and royalty rate, which requires significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.
We determined that the input method represents a reasonable method to measure the satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenue is recognized using a time-based measure resulting in a straight-line revenue recognition.
We determined that the input method represents a reasonable method to measure the 46 satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenue is recognized using a time-based measure resulting in a straight-line revenue recognition.
(b) Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. (c) Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities.
(b) Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. (c) Represents fees and costs associated with activities related to our acquisitions, divestitures, and related reorganization activities, including professional fees, due diligence, and integration activities.
When such probable 53 threshold is not satisfied, we will constrain some or all of the variable consideration, and such constrained amount will not be recognized as revenue until the probable threshold is met or the uncertainty is resolved and the final amount is known.
When such probable threshold is not satisfied, we will constrain some or all of the variable consideration, and such constrained amount will not be recognized as revenue until the probable threshold is met or the uncertainty is resolved and the final amount is known.
We present Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance.
We present Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance.
Additionally, when we enter into certain new client relationships, we may experience an initial increase in expenses associated with hiring, training and other items needed to launch the new relationship. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries, payroll taxes and benefits for corporate personnel.
Additionally, when we enter into certain new client relationships, we may experience an initial increase in expenses associated with hiring, training and other items needed to launch the new relationship. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries, payroll taxes and benefits for corporate and shared-service personnel.
The Borrower will be required to prepay the Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios).
We will be required to prepay the Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios).
In addition, we expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.
We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.
How We Assess the Performance of Our Business Revenues Revenues related to the Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services.
How We Assess the Performance of Our Business Revenues Branded Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services.
Refer to Note 8 Debt of our audited consolidated financial statements for the year ended December 31, 2024 for additional information regarding the maturities of debt principal. Total debt excluding deferred issuance costs does not include the obligation of future interest payments.
Refer to Note 8— Debt of our audited consolidated financial statements for the year ended December 31, 2025 for additional information regarding the maturities of debt principal. Total debt excluding deferred issuance costs does not include the obligation of future interest payments.
We record an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material for the year ended December 31, 2024.
We record an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material for the year ended December 31, 2025.
Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services. Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where we manage highly customized, large-scale sampling programs for leading brands and retailers.
Branded merchandising services relate to merchandising in-store and online for branded CPG manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services. Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where we manage highly customized, large-scale sampling programs for leading brands and retailers.
The Borrower may voluntarily prepay loans or reduce commitments under the Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.
We may voluntarily prepay loans or reduce commitments under the Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.
Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to our European joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online.
Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to our European joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded CPG manufacturers at retailer headquarters, in-store and online.
As part of these arrangements, we provide a variety of services to consumer goods manufacturers in order to improve the manufacturer’s sales to retailers. This includes primarily outsourced sales, business development, category and space management, relationship management and in-store sales strategy services.
As part of these arrangements, we provide a variety of services to CPG manufacturers in order to improve the manufacturer’s sales to retailers. This includes primarily outsourced sales, business development, category and space management, relationship management and in-store sales strategy services.
Brokerage services is primarily an outsourced sales and services agency for branded consumer goods manufacturers at retailer headquarters, in-store and online. Additionally, we lead with insights to execute branded merchandising strategies for branded consumer goods manufacturers related to merchandising in-store and online to drive product sales.
Brokerage services is primarily an outsourced sales and services agency for branded CPG manufacturers at retailer headquarters, in-store and online. Additionally, we lead with insights to execute branded merchandising strategies for branded CPG manufacturers related to merchandising in-store and online to drive product sales.
The amortization of such intangible assets recorded in our consolidated financial statements has a significant impact on our operating (loss) income and net loss. Our historical acquisitions have increased, and future acquisitions likely will increase, our intangible assets.
The amortization of such intangible assets recorded in our consolidated financial statements has a significant impact on our operating (loss) income and net loss. Our historical acquisitions have increased, and any future acquisitions likely would increase, our intangible assets.
(the “Borrower”), our indirect wholly-owned subsidiary of the Company, has (i) a 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”) and (ii) a secured first lien term loan credit facility in an aggregate principal amount of $1.1 billion (as may be amended from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).
(the “Borrower”), our indirect wholly-owned subsidiary, has (i) a 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”) and (ii) a secured first lien term loan credit facility in an aggregate principal amount of $1.1 billion (as may be amended from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”). 42 Revolving Credit Facility Our Revolving Credit Facility provides for revolving loans and letters of credit in an aggregate amount of up to $500.0 million, subject to borrowing base capacity.
Discussions of 2023 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024.
Discussions of 2024 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 7, 2025.
Income Taxes Income tax expense and our effective tax rates can be affected by many factors, including state apportionment factors, our acquisition and divestiture strategy, tax incentives and credits available to us, changes in judgment regarding our ability to realize our deferred tax assets, changes in our worldwide mix of pre-tax losses or earnings, changes in existing tax laws and our assessment of uncertain tax positions.
Income Taxes Income tax expense and our effective tax rates can be affected by many factors, including state apportionment factors, our acquisitions and divestitures, tax incentives and credits available to us, changes in judgment regarding our ability to realize our deferred tax assets, changes in our worldwide mix of pre-tax losses or earnings, changes in existing tax laws and our assessment of uncertain tax positions.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 8 “Financial Statements and Supplementary Data” in this Annual Report.
The Issuer may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part without premium or penalty.
We may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part without premium or penalty.
Restrictive covenants The Notes are subject to covenants that, among other things limit the Issuer’s ability and its restricted subsidiaries’ ability to: incur additional indebtedness or guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, the Issuer’s or a parent entity’s capital stock; prepay, redeem or repurchase certain indebtedness; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Issuer’s subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of the Issuer’s assets.
The Notes are subject to covenants that, among other things limit our ability and our restricted subsidiaries’ ability to: incur additional indebtedness or guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock; prepay, redeem or repurchase certain indebtedness; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting our subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of our assets.
In connection with any offer to purchase all Notes, if holders of no less than 90% of the aggregate principal amount of Notes validly tender their Notes, the Issuer is entitled to redeem any remaining Notes at the price offered to each holder.
In connection with any offer to purchase all Notes, if holders of no less than 90% of the aggregate principal amount of Notes validly tender their Notes, we are entitled to redeem any remaining Notes at the price offered to each holder.
We also manage, organize and execute special events for brands and retailers, including large-scale meetings, mobile tours, summits and festivals. Through our Retailer Services segment, which generated approximately 27.1% and 25.2% of our revenues in the years ended December 31, 2024 and 2023, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers.
We also manage, organize and execute special events for brands and retailers, including large-scale meetings, mobile tours, summits and festivals. Through our Retailer Services segment, which generated approximately 26.6% and 27.1% of our revenues in the years ended December 31, 2025 and 2024, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers.
None of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations nor Adjusted EBITDA by Segment should be considered as an alternative for Net loss or operating (loss) income, our most directly comparable measures presented on a GAAP basis.
Neither Adjusted EBITDA from Continuing Operations nor Adjusted EBITDA by Segment should be considered as an alternative for Net (loss) income or operating income (loss), our most directly comparable measures presented on a GAAP basis.
Through our Experiential Services segment, which generated approximately 36.3% and 29.7% of our revenues in the years ended December 31, 2024 and 2023, respectively, we help brands and retailers reach consumers and convert shoppers into buyers through in-store and online sampling and demonstrations. We manage highly customized, large-scale sampling programs for leading brands and retailers.
Through our Experiential Services segment, which generated approximately 40.5% and 36.3% of our revenues in the years ended December 31, 2025 and 2024, respectively, we help brands and retailers reach consumers and convert shoppers into buyers through in-store and online sampling and demonstrations. We manage highly customized, large-scale sampling programs for leading brands and retailers.
The intangible asset with an indefinite useful life is not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event.
Indefinite-Lived Asset Our indefinite-lived intangible asset is comprised of our trade name. The intangible asset with an indefinite useful life is not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event.
During the year ended December 31, 2024, we incurred $88.8 million in reorganization expenses related to various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs, compared to $56.1 million during the year ended December 31, 2023.
During the year ended December 31, 2025, we incurred $62.9 million in reorganization expenses related to various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs, compared to $88.8 million during the year ended December 31, 2024.
(3) We have an aggregate principal amount of $1.106 billion borrowing on the Term Loan Facility, which bears the applicable interest rate of 4.25% per annum, and $615.1 million in Senior Secured Notes, which is subject to a fixed interest rate of 6.5%.
(3) We have an aggregate principal amount of $1.093 billion borrowing on the Term Loan Facility, which bears the applicable interest rate at a floating rate of Term SOFR plus 4.25% per annum, and $595.1 million in Senior Secured Notes, which is subject to a fixed interest rate of 6.5%.
Interest Expense Interest expense relates primarily to borrowings under our material debt agreements as described below.
Other (Income) Expenses Interest Expense Interest expense relates primarily to borrowings under our material debt agreements as described below.
The following table represents a sensitivity analysis on the indefinite-lived trade name intangible asset depicting the percent increase in the $42.0 million charge related to the indefinite-lived trade name had the fair value been estimated with a 0.1% increase in the discount rate used and a 0.1% decrease in the royalty rate used at December 31, 2024.
The following table represents a sensitivity analysis on the indefinite-lived trade name intangible asset depicting the percent increase in the $167.1 million charge related to the indefinite-lived trade name had the fair value been estimated with a 0.5% increase in the discount rate used and a 0.1% decrease in the royalty rate used at October 1, 2025.
Borrowings will bear interest at a floating rate of Term SOFR plus an applicable margin of 4.25% per annum, subject to additional spread adjustment on SOFR ranging from 0.11% to 0.26%.
Borrowings will bear interest at a floating rate of Term SOFR plus an applicable margin of 4.25% per annum, subject to additional spread adjustment on SOFR ranging from 0.11% to 0.26%. The Term Loan Facility matures on October 28, 2027.
(d) Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the VERP and special termination benefits associated with the 2024 RIF and other optimization initiatives.
(d) Restructuring charges, including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program, special termination benefits associated with the reduction-in-force that occurred in 2024, and other optimization initiatives.
As a result, we recognized an intangible asset impairment charge of $43.5 million related to our indefinite-lived trade name during the year ended December 31, 2023, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.
We recognized an intangible asset impairment charge of $43.5 million related to our indefinite-lived 31 trade name during the year ended December 31, 2023. The impairment charges have been reflected in “Impairment of goodwill and indefinite-lived asset” in our Consolidated Statements of Operations and Comprehensive Loss. Foreign Exchange Fluctuations.
Through our Branded Services segment, which generated approximately 36.6% and 45.1% of our revenues in the years ended December 31, 2024 and 2023, respectively, we provide services to branded consumer goods manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services.
Through our Branded Services segment, which generated approximately 32.9% and 36.6% of our revenues in the years ended December 31, 2025 and 2024, respectively, we provide services to branded CPG manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services.
Selling, General and Administrative Expenses Selling, general and administrative expenses as a percentage of revenues for the year ended December 31, 2024 was 9.1%, as compared to 6.4% for the year ended December 31, 2023.
Selling, General and Administrative Expenses Selling, general and administrative expenses as a percentage of revenues for the year ended December 31, 2025 was 7.8%, as compared to 9.1% for the year ended December 31, 2024.
Adjusted Net Income means net loss from continuing operations before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived asset, (iii) gain on deconsolidation of subsidiaries, (iv) equity-based compensation of Karman Topco L.P., (v) changes in fair value of warrant liability, (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses, (xi) amortization of intangible assets, (xii) costs associated with COVID-19, net of benefits received, (xiii) gain on repurchases of Term Loan Facility and Senior Secured Notes debt, (xiv) costs associated with (recovery from) the Take 5 Matter, (xv) other adjustments that management believes are helpful in evaluating our operating performance, and (xvi) related tax adjustments.
A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is provided below: Adjusted Net Income Adjusted EBITDA from Continuing Operations Adjusted EBITDA by Segment We define Adjusted Net Income, which is a Non-GAAP financial measure, as net (loss) income before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) equity-based compensation of Karman Topco L.P., (v) changes in fair value of warrant liability, (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses, (xi) amortization of intangible assets, (xii) gain on repurchases of Term Loan Facility and Notes (as such terms are defined below) debt, (xiii) COVID-19 benefits received, (xiv) costs associated with (recovery from) the Take 5 Matter, (xv) other adjustments that management believes are helpful in evaluating our operating performance, and (xvi) related tax adjustments.
Actual results may differ from these estimates under different assumptions and conditions. 52 We evaluated the development and selection of our critical accounting policies and estimates and believe that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are therefore discussed as critical.
We evaluated the development and selection of our critical accounting policies and estimates and believe that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are therefore discussed as critical.
We may use borrowings under the Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.
The Revolving Credit Facility matures five years after the date we enter into the Revolving Credit Facility. We may use borrowings under the Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.
Net Loss from Continuing Operations Net loss from continuing operations was $378.4 million for the year ended December 31, 2024, compared to net loss from continuing operations of $81.2 million for the year ended December 31, 2023.
Net Loss from Continuing Operations Net loss from continuing operations was $227.7 million for the year ended December 31, 2025, compared to net loss from continuing operations of $378.4 million for the year ended December 31, 2024.
We evaluate our accounting policies, estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances.
We evaluate our accounting policies, estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.
Interest Expense, Net Interest expense, net decreased $18.9 million, or 11.4%, to $146.8 million for the year ended December 31, 2024, from $165.7 million for the year ended December 31, 2023.
Interest Expense, Net Interest expense, net decreased $7.9 million, or 5.4%, to $138.9 million for the year ended December 31, 2025, from $146.8 million for the year ended December 31, 2024.
(a) 723 (2,524 ) (6,934 ) Changes in fair value of warrant liability (584 ) (286 ) (21,236 ) Fair value adjustments related to contingent consideration related to acquisitions (b) 1,678 11,152 6,572 Acquisition and divestiture related expenses (c) (1,168 ) 3,206 18,950 Restructuring expenses (d) 30,051 Reorganization expenses (e) 88,800 56,133 5,970 Litigation expenses (recovery) (f) (1,940 ) 9,519 5,357 Loss of disposal of assets 2,863 Amortization of intangible assets (g) 177,296 186,827 189,064 Costs associated with COVID-19, net of benefits received (h) 3,283 7,208 Gain on repurchases of Term Loan Facility and Senior Secured Notes debt (i) (7,091 ) (8,665 ) Costs associated with the Take 5 Matter, net of (recoveries) (j) 1,845 (1,380 ) 2,465 Tax adjustments related to non-GAAP adjustments (k) (110,664 ) (79,519 ) (204,770 ) Adjusted Net Income from Continuing Operations $ 75,712 $ 78,798 $ 155,623 (a) Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Topco made to one of the Advantage Sponsors and (ii) equity-based compensation expense associated with the Common Series C Units of Topco.
(a) (1,524 ) 723 (2,524 ) Change in fair value of warrant liabilities (83 ) (584 ) (286 ) Fair value adjustments related to contingent consideration related to acquisitions (b) 1,678 11,152 Acquisition and divestiture related expenses (gains) (c) 2,237 (1,168 ) 3,206 Restructuring expenses (d) 931 30,051 Reorganization expenses (e) 62,939 88,800 56,133 Litigation expenses (recoveries) (f) 1,133 (1,940 ) 9,519 Amortization of intangible assets (g) 171,559 177,296 186,827 Costs associated with COVID-19, net of benefits received (h) (5,723 ) 3,283 Gain on repurchases of Term Loan Facility and Notes (i) (1,649 ) (7,091 ) (8,665 ) (Recovery from) costs associated with the Take 5 Matter (j) (20,720 ) 1,845 (1,380 ) Tax adjustments related to non-GAAP adjustments (k) (95,489 ) (110,664 ) (79,519 ) Adjusted Net Income from Continuing Operations $ 61,578 $ 75,712 $ 78,798 (a) Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Karman Topco made to one of the Advantage Sponsors and (ii) equity-based compensation expense associated with the Common Series C Units of Karman Topco.
(i) Represents gains associated with the repurchases of Term Loan Facility and Senior Secured Notes, net of deferred financing fees related to repricing of Term Loan Facility. For additional information, refer to Note 8— Debt to our consolidated financial statements for the years ended December 31, 2024 and 2023.
(i) Represents a gain associated with the repurchases of Notes and Term Loan Facility debt, net of deferred financing fees related to repricing of Term Loan Facility. For additional information, refer to Note 8—Debt to our audited financial statements for the year ended December 31, 2025.
Executive Overview We are a leading business solutions provider to consumer goods manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling and private brand development.
Executive Overview We are a leading omni-commerce business solutions provider to CPG manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling, digital commerce and shopper marketing.
(b) 2,445 (687 ) (2,650 ) Fair value adjustments related to contingent consideration related to acquisitions (c) 1,678 11,136 6,572 Acquisition and divestiture related expenses (d) 168 1,777 8,167 Restructuring expenses (e) 19,343 Reorganization expenses (f) 35,910 28,739 3,434 Litigation expenses (g) 610 2,181 Costs associated with COVID-19, net of benefits received (h) (323 ) 2,600 Costs associated with the Take 5 Matter, net of (recoveries) (i) 1,845 (1,380 ) 2,465 EBITDA for economic interests in investments (j) 20,266 (6,145 ) (13,663 ) Branded Services segment Adjusted EBITDA $ 181,465 $ 203,683 $ 238,012 Experiential Services segment Year Ended December 31, (in thousands) 2024 2023 2022 Operating income (loss) $ 255 $ 3,295 (371,900 ) Add: Depreciation and amortization 41,728 36,584 37,906 Impairment of goodwill and indefinite-lived asset 354,452 Stock-based compensation expense (a) 7,761 (3,420 ) (1,342 ) Equity-based compensation of Karman Topco L.P.
(b) (95 ) 2,445 (687 ) Fair value adjustments related to contingent consideration (c) 1,678 11,136 Acquisition and divestiture related expenses (d) 1,234 168 1,777 Restructuring expenses (e) 358 19,343 Reorganization expenses (f) 28,075 35,910 28,739 Litigation expenses (g) 302 610 2,181 COVID-19 benefits received (h) (1,891 ) (323 ) (Recovery from) costs associated with the Take 5 Matter (i) (20,720 ) 1,845 (1,380 ) EBITDA for economic interests in investments (j) 14,125 20,266 (6,145 ) Branded Services segment Adjusted EBITDA $ 142,978 $ 181,465 $ 203,683 40 Experiential Services segment Year Ended December 31, (in thousands) 2025 2024 2023 Operating (loss) income $ (17,205 ) $ 255 $ 3,295 Add: Depreciation and amortization 42,751 41,728 36,584 Impairment of indefinite-lived asset 53,086 Stock-based compensation expense (a) 7,104 7,761 (3,420 ) Equity-based compensation of Karman Topco L.P.
Term Loan Facility The Term Loan Facility consists of a term loan credit facility denominated in U.S. dollars in an aggregate principal amount of $1.106 billion. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per 49 annum of the principal amount.
We were in compliance with all covenants during the fiscal year. Term Loan Facility The Term Loan Facility consists of a term loan credit facility denominated in U.S. dollars in an aggregate principal amount of $1.093 billion. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount.
Refer to Note 12— Stock Based Compensation and Other Benefit Plans to our audited consolidated financial statements included elsewhere in this Annual Report for details regarding stock-based compensation plans. Recently Issued Accounting Pronouncements Refer to Note 1— Organization and Significant Accounting Policies Recent Accounting Pronouncements , to our audited consolidated financial statements included elsewhere in this Annual Report.
Recently Issued Accounting Pronouncements Refer to Note 1— Organization and Significant Accounting Policies Recent Accounting Pronouncements , to our audited consolidated financial statements included elsewhere in this Annual Report.
We assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and recorded a deferred tax liability of approximately $0.6 million of withholding tax as of December 31, 2024 for unremitted earnings in Canada with respect to which we do not have an indefinite reinvestment assertion.
Nonetheless, we assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and branches and recorded a deferred tax liability of approximately $1.0 million of withholding tax as of December 31, 2025 for unremitted earnings in Canada.
None of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations nor Adjusted EBITDA by Segment should be considered as an alternative for our Net income from discontinued operations, our most directly comparable measure presented on a GAAP basis.
Adjusted Net Income should not be considered as an alternative for Net loss, our most directly comparable measure presented on a GAAP basis. Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment are supplemental Non-GAAP financial measures of our operating performance.
(e) Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. (f) Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. (g) Represents the amortization of intangible assets recorded in connection with the 2014 Topco Acquisition and our other acquisitions.
(e) Represents fees and costs associated with various internal reorganization and transformational activities, including professional fees, lease and other contract exit costs, severance, and nonrecurring compensation costs. (f) Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities.
(b) (825 ) (805 ) (1,698 ) Fair value adjustments related to contingent consideration related to acquisitions (c) 7 Acquisition and divestiture related expenses (d) 47 512 3,357 Restructuring expenses (e) 4,368 Reorganization expenses (f) 21,757 12,099 1,506 Litigation expenses (recoveries) (g) 606 1,842 (700 ) Costs associated with COVID-19, net of benefits received (h) 2,889 3,968 Experiential Services segment Adjusted EBITDA $ 75,697 $ 53,003 $ 25,549 45 Retailer Services segment Year Ended December 31, (in thousands) 2024 2023 2022 Operating (loss) income $ 23,335 $ 16,101 (364,785 ) Add: Depreciation and amortization 32,613 31,340 33,786 Impairment of goodwill and indefinite-lived asset 387,063 Stock-based compensation expense (a) 10,867 26,702 26,323 Equity-based compensation of Karman Topco L.P.
(b) (729 ) (825 ) (805 ) Acquisition and divestiture related expenses (d) 541 47 512 Restructuring expenses (e) 186 4,368 Reorganization expenses (f) 17,256 21,757 12,106 Litigation expenses (g) 563 606 1,842 COVID-19 related (benefits received) costs (h) (2,069 ) 2,889 Experiential Services segment Adjusted EBITDA $ 101,484 $ 75,697 $ 53,003 Retailer Services segment Year Ended December 31, (in thousands) 2025 2024 2023 Operating (loss) income $ (45,009 ) $ 23,335 $ 16,101 Add: Depreciation and amortization 33,700 32,613 31,340 Impairment of goodwill and indefinite-lived asset 72,802 Stock-based compensation expense (a) 9,590 10,867 26,702 Equity-based compensation of Karman Topco L.P.
In connection with our reorganization initiatives, in September 2024, we announced a cost savings program to improve operational performance and align cost structures consistent with revenue levels associated with business changes, which includes special termination benefits associated with a reduction-in-force (“2024 RIF”) and other optimization initiatives.
In September 2024, we also launched a cost‑savings program to improve operational performance and align our cost structure with current revenue levels. This program included special termination benefits associated with a reduction‑in‑force (“2024 RIF”) and other optimization initiatives.
We utilize a combination of income and market approaches to estimate the fair value of our reporting units.
The Company has five reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies). We utilize a combination of income and market approaches to estimate the fair value of our reporting units.
(j) Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs.
(j) Represents recoveries related to the Take 5 Matter, including cash received from an insurance policy and amounts collected from parties responsible for the underlying misconduct, as well as costs associated with investigation and remediation activities, primarily professional fees and other related expenses.
(i) Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs.
(i) Represents recoveries related to the Take 5 Matter, including cash received from an insurance policy and amounts collected from parties responsible for the underlying misconduct, as well as costs associated with investigation and remediation activities, primarily professional fees and other related expenses.
(b) (897 ) (1,032 ) (2,586 ) Fair value adjustments related to contingent consideration related to acquisitions (c) 9 Acquisition and divestiture related expenses (d) (1,383 ) 917 7,426 Restructuring expenses (e) 6,340 Reorganization expenses (f) 31,133 15,295 1,031 Litigation (recovery) expenses (g) (3,156 ) 5,496 6,057 Costs associated with COVID-19, net of benefits received (h) 717 640 EBITDA for economic interests in investments (j) 17 (23 ) Retailer Services segment Adjusted EBITDA $ 98,852 $ 95,562 $ 94,932 (a) Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.
(b) (700 ) (897 ) (1,032 ) Acquisition and divestiture related expenses (gains) (d) 462 (1,383 ) 917 Restructuring expenses (e) 387 6,340 Reorganization expenses (f) 17,608 31,133 15,321 Litigation expenses (recovery) (g) 268 (3,156 ) 5,496 COVID-19 related (benefits received) costs (h) (1,763 ) 717 Retailer Services segment Adjusted EBITDA $ 87,345 $ 98,852 $ 95,562 (a) Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Annual Report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Interest and maturity Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021.
Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021. The Notes will mature on November 15, 2028. The Notes are redeemable at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest.
We generally combine components that have similar economic characteristics, nature of services, types of clients, distribution methods and regulatory environment. Changes to our operating segments effective January 1, 2024, as described in Note 17— Operating Segments and Geographic Information , resulted in a change to our reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies).
Changes to our operating segments effective January 1, 2024, as described in Note 17— Operating Segments and Geographic Information , resulted in a change to our reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies).
Benefit from Income Taxes from Continuing Operations Benefit from income taxes was $62.8 million for the year ended December 31, 2024 as compared to a benefit from income taxes of $37.6 million for the year ended December 31, 2023.
Benefit from Income Taxes Benefit from income taxes was $37.6 million for the year ended December 31, 2025 as compared to a benefit from income taxes of $62.8 million for the year ended December 31, 2024. The decrease in the income tax benefit was primarily driven by a lower pre‑tax loss in 2025 relative to 2024.
Revenue Recognition We recognize revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that we expect to be entitled to in exchange for such goods or services.
More information on all of our significant accounting policies can be found in the footnotes to our audited consolidated financial statements included elsewhere in this Annual Report. 45 Revenue Recognition We recognize revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that we expect to be entitled to in exchange for such goods or services.
The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and in other means from time to time. The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares.
The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares. As of December 31, 2025, there remained $46.2 million of share repurchase availability under the 2021 Share Repurchase Program.
Adjusted Net Income should not be considered as an alternative for our net loss from continuing operations, our most directly comparable measure presented on a GAAP basis. 41 Adjusted Net Income from Continuing Operations A reconciliation of Adjusted Net Income from Continuing Operations to Net loss is provided in the following table: Year Ended December 31, (in thousands) 2024 2023 2022 Net loss from continuing operations $ (378,404 ) $ (81,211 ) $ (1,418,652 ) Less: net income attributable to noncontrolling interests 2,346 3,757 Add: Impairment of goodwill and indefinite-lived asset 275,170 43,500 1,572,523 Gain on deconsolidation of subsidiaries (58,891 ) Equity-based compensation of Karman Topco L.P.
The year‑over‑year comparison also reflects a benefit from income taxes of $37.6 million for the year ended December 31, 2025, compared to a benefit of $62.8 million for the year ended December 31, 2024. 38 Reconciliation of Non-GAAP Financial Measures Adjusted Net Income from Continuing Operations A reconciliation of Adjusted Net Income from Continuing Operations to Net loss from continuing operations is provided in the following table: Year Ended December 31, (in thousands) 2025 2024 2023 Net loss from continuing operations $ (227,735 ) $ (378,404 ) $ (81,211 ) Less: net income attributable to noncontrolling interests 2,346 Add: Impairment of goodwill and indefinite-lived asset 203,685 275,170 43,500 Gain on divestitures and deconsolidation of subsidiaries (27,983 ) (58,891 ) Equity-based compensation of Karman Topco L.P.
For a discussion of our presentation of Adjusted Net Income and Adjusted EBITDA from continuing operations and reconciliations of net loss to Adjusted Net Income and Adjusted EBITDA, see “— Non-GAAP Financial Measures .” Comparison of the Years Ended December 31, 2024 and 2023 Revenues Year Ended December 31, Change (amounts in thousands) 2024 2023 $ % Branded Services $ 1,306,336 $ 1,758,417 $ (452,081 ) (25.7 )% Experiential Services 1,295,029 1,159,449 135,580 11.7 % Retailer Services 964,959 982,259 (17,300 ) (1.8 )% Total revenues $ 3,566,324 $ 3,900,125 $ (333,801 ) (8.6 )% Total revenues decreased by $333.8 million, or 8.6%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023.
For a discussion of our presentation of Adjusted Net Income and Adjusted EBITDA from continuing operations and reconciliations of net loss to Adjusted Net Income and Adjusted EBITDA, see “— Non-GAAP Financial Measures .” Comparison of the Years Ended December 31, 2025 and 2024 Revenues Year Ended December 31, Change (amounts in thousands) 2025 2024 $ % Branded Services $ 1,163,672 $ 1,306,336 $ (142,664 ) (10.9 )% Experiential Services 1,435,297 1,295,029 140,268 10.8 % Retailer Services 943,673 964,959 (21,286 ) (2.2 )% Total revenues $ 3,542,642 $ 3,566,324 $ (23,682 ) (0.7 )% Branded Services segment revenues decreased $142.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Loans under the Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A. (“Bank of America”), will act as administrative agent and collateral agent. The Revolving Credit Facility matures five years after the date we enter into the Revolving Credit Facility.
Letters of credit are limited to the lesser of (a) $150.0 million and (b) the aggregate unused amount of commitments under our Revolving Credit Facility then in effect. Loans under the Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A. (“Bank of America”), will act as administrative agent and collateral agent.
We recognized goodwill and intangible asset impairment charges of $233.2 million and $42.0 million, respectively, during the year ended December 31, 2024. We recognized an 32 intangible asset impairment charge of $43.5 million related to our indefinite-lived trade name during the year ended December 31, 2023.
We recognized goodwill and intangible asset impairment charges of $36.6 million and $167.1 million, respectively during the year ended December 31, 2025. We recognized goodwill and intangible asset impairment charges of $233.2 million and $42.0 million, respectively, during the year ended December 31, 2024.
Share Repurchase Program On November 9, 2021, we announced that our board of directors authorized the 2021 Share Repurchase Program pursuant to which we may repurchase up to $100.0 million of our Class A common stock. The 2021 Share Repurchase Program does not have an expiration date but provides for suspension or discontinuation at any time.
The 2021 Share Repurchase Program does not have an expiration date but provides for suspension or discontinuation at any time. The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and in other means from time to time.
Optional redemption for the Notes The Notes are redeemable at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest. If the Issuer or its restricted subsidiaries sell certain of their respective assets or experience specific kinds of changes of control, subject to certain exceptions, the Issuer must offer to purchase the Notes at par.
If we or our restricted subsidiaries sell certain of our respective assets or experience specific kinds of changes of control, subject to certain exceptions, we must offer to purchase the Notes at par.
We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels.
We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels. Beginning in fiscal year 2024, we reported our results under three segments, Branded Services, Experiential Services and Retailer Services, reflecting the organizational realignment implemented on January 1, 2024.
Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore our non-GAAP measures may not be directly comparable to similarly titled measures of other companies. 43 Reconciliation of Adjusted EBITDA from Continuing Operations to Net loss from continuing operations is provided in the following table: Continuing Operations Year Ended December 31, (in thousands) 2024 2023 2022 Net loss from continuing operations $ (378,404 ) $ (81,211 ) (1,418,652 ) Add: Interest expense, net 146,792 165,734 104,387 Benefit from income taxes from continuing operations (62,787 ) (37,648 ) (158,442 ) Depreciation and amortization 204,553 208,856 216,046 Impairment of goodwill and indefinite-lived asset 275,170 43,500 1,572,523 Gain on deconsolidation of subsidiaries (58,891 ) Loss on divestitures 2,863 Changes in fair value of warrant liability (584 ) (286 ) (21,236 ) Stock-based compensation expense (a) 31,019 38,933 35,101 Equity-based compensation of Karman Topco L.P.
(k) Represents the tax provision or benefit associated with the adjustments above, taking into account our applicable tax rates, after excluding adjustments related to items that do not have a related tax impact 39 Adjusted EBITDA Reconciliation of Adjusted EBITDA from Continuing Operations to Net loss from continuing operations is provided in the following table: Continuing Operations Year Ended December 31, (in thousands) 2025 2024 2023 Net loss from continuing operations $ (227,735 ) $ (378,404 ) $ (81,211 ) Add: Interest expense, net 138,936 146,792 165,734 Benefit from income taxes from continuing operations (37,584 ) (62,787 ) (37,648 ) Depreciation and amortization 202,258 204,553 208,856 Impairment of goodwill and indefinite-lived asset 203,685 275,170 43,500 Gain on divestiture and deconsolidation of subsidiaries (27,983 ) (58,891 ) Changes in fair value of warrant liability (83 ) (584 ) (286 ) Stock-based compensation expense (a) 26,915 31,019 38,933 Equity-based compensation of Karman Topco L.P.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe aggregate fair value of our interest rate collars represented an outstanding net asset of $0.8 million as of December 31, 2024.
Biggest changeThe aggregate fair value of our interest rate collars represented an outstanding net liability of $0.5 million as of December 31, 2025.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Currency Risk Our exposure to foreign currency exchange rate fluctuations is primarily the result of foreign subsidiaries and foreign branches primarily domiciled in Canada. We use financial derivative instruments to hedge foreign currency exchange rate risks associated with our Canadian operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Currency Risk Our exposure to foreign currency exchange rate fluctuations is primarily the result of foreign branches and foreign subsidiaries primarily domiciled in Canada. We use financial derivative instruments to hedge foreign currency exchange rate risks associated with our Canadian operations.
The assets and liabilities of our foreign subsidiaries and foreign branches, whose functional currencies are primarily Canadian dollars are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period.
The assets and liabilities of our foreign branches and foreign subsidiaries, whose functional currencies are primarily Canadian dollars are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period.
In the future, in order to manage our interest rate risk, we may refinance our existing debt, enter into additional interest rate collar agreements or modify our existing interest rate collar agreements. However, we do not intend or expect to enter into derivative or interest rate collar transactions for speculative purposes. 57
In the future, in order to manage our interest rate risk, we may refinance our existing debt, enter into additional interest rate collar agreements or modify our existing interest rate collar agreements. However, we do not intend or expect to enter into derivative or interest rate collar transactions for speculative purposes. 49
Interest Rate Risk Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under the Term Loan Facility, Revolving Credit Facility and Notes. 56 We manage our interest rate risk through the use of derivative financial instruments.
Interest Rate Risk Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under the Term Loan Facility, Revolving Credit Facility and Notes. 48 We manage our interest rate risk through the use of derivative financial instruments.
Holding other variables constant, a change of one-eighth percentage point in the weighted average interest rate above the floor of 0.75% on the Term Loan Facility and Revolving Credit Facility would have resulted in an increase of $0.8 million in interest expense, net of gains from interest rate collars and caps, for the year ended December 31, 2024.
Holding other variables constant, a change of one-eighth percentage point in the weighted average interest rate above the floor of 0.75% on the Term Loan Facility and Revolving Credit Facility would have resulted in an increase of $2.0 million in interest expense, net of gains from interest rate collars and caps, for the year ended December 31, 2025.
As of December 31, 2024, we had interest rate collar contracts with an aggregate notional value of $850.0 million principal from various financial institutions to manage our exposure to interest rate movements on variable rate credit facilities. The interest rate collars will mature on April 5, 2026, 2027 and 2028.
As of December 31, 2025, we had interest rate collar contracts with an aggregate notional value of $700.0 million principal from various financial institutions to manage our exposure to interest rate movements on variable rate credit facilities. The interest rate collars will mature on April 5, 2026, 2027 and 2028.
We estimate that had the exchange rate in each country unfavorably changed by ten percent relative to the U.S. dollar, our consolidated loss before taxes would have increased by approximately $3.5 million for the year ended December 31, 2024.
We estimate that had the exchange rate in each country unfavorably changed by ten percent relative to the U.S. dollar, our consolidated loss before taxes would have increased by approximately $4.6 million for the year ended December 31, 2025.

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