Advantage Solutions Inc.

1. Organization and Significant Accounting Policies

Advantage Solutions Inc. (the “Company”) is a provider of outsourced solutions to consumer goods companies and retailers. The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the Class A common stock at an exercise price of $11.50 per share are listed on the Nasdaq Global Select Market under the symbol “ADVWW”.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”). The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 have been reflected in the condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 and the related footnotes thereto. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

As of January 1, 2024, the Company reorganized its portfolio of businesses into a new, simplified structure that more closely aligns its business capabilities with economic buyers. The Company's revised operating and reportable segments consist of Branded Services, Experiential Services, and Retailer Services. As a result of this reorganization, the Company identified non-core businesses for disposition (“Divestiture Plan”). In the first quarter of fiscal year 2024, the Company determined its Divestiture Plan met the criteria for discontinued operations as it represented a strategic shift that had a major effect on the Company’s operations and financial results. As such, the results of businesses meeting the criteria to be classified as held for sale or disposed of in accordance with the Company’s Divestiture Plan were reclassified to discontinued operations. Refer to Note 2—Discontinued Operations for additional information on the Company’s discontinued operations.

Certain prior period balances related to the Company's discontinued operations have been reclassified to conform to the current presentation in the condensed consolidated financial statements and accompanying notes. The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 2—Discontinued Operations for additional information on the Company’s discontinued operations.

Revenue Recognition

The Company recognizes revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts provide for a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period.

Revenues related to the Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services. Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services and omni-commerce marketing services. Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online. Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services.

Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where the Company manages highly customized, large-scale sampling programs for leading brands and retailers.

Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior. Revenues within the Retailer Services segment are further disaggregated between advisory services, retailer merchandising services and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development. Retailer merchandising services primarily relate to the execution of merchandising strategies. Agency services primarily consist of providing marketing strategies within retail locations.

Disaggregated revenues were as follows:

Contract liabilities represent deferred revenues, which are cash payments that are received in advance of the Company’s satisfaction of the applicable obligation and are included in Deferred revenues in the Condensed Consolidated Balance Sheets. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the three and six months ended June 30, 2025 that were included in Deferred revenues as of December 31, 2024 were $5.1 million and $15.8 million, respectively. Revenues recognized during the three and six months ended June 30, 2024 included in Deferred revenues as of December 31, 2023 were $3.5 million and $16.8 million, respectively.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company's annual report for fiscal year 2025. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense

Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date(“ASU 2025-01”). ASU 2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company beginning in fiscal year 2026 and interim periods within fiscal year 2027, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.

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

2. Discontinued Operations

2024 Divestitures

As discussed in Note 1 -Organization and Significant Accounting Policies, as a result of a reorganization effectuated on January 1, 2024, the Company initiated a Divestiture Plan of certain non-core businesses for disposition. On January 31, 2024, and as part of this plan, the Company sold a collection of foodservice businesses. As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $91.0 million, subject to working capital adjustments and an ongoing 7.5% interest in the combined business. The ongoing ownership interest represents a continuing involvement which the Company has determined represents an equity method investment. Upon the close of the transaction, the retained 7.5% interest was recognized at fair value of $8.4 million, valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flows.

The investment is reported in “Investments in unconsolidated affiliates” on the Condensed Consolidated Balance Sheets and equity income (loss) reported in “(Income) loss from equity method investments” on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024. Transactions between the Company and the combined foodservice entity are considered to be related-party transactions subsequent to the divesture.

During the three months ended June 30, 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment for $65.2 million including estimated working capital adjustments. As a result, the Company recorded a gain from these divestitures of $13.2 million and $70.2 million, respectively, as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Proceeds from the sales were classified as cash provided by investing activities from continuing operations in the Condensed Consolidated Statements of Cash Flows.

Also in accordance with the Divestiture Plan, as of June 30, 2024, certain assets and liabilities of the Jun Group business were classified as held for sale. On July 31, 2024, the Company completed the sale of the Jun Group business in exchange for proceeds of approximately $185.0 million less any adjustments. The Company received approximately $130.0 million in cash upon completion of the sale. As part of the purchase agreement, the buyer has agreed to remit the remaining consideration to the Company in two additional installments of $22.5 million ($27.5 million less $5.0 million estimated adjustments) and $27.5 million,12 and 18 months, respectively, after the completion of the sale. On July 31, 2025, the Company received approximately $22.5 million in cash for the first installment. As of June 30, 2025, both the first and second installment amounts of approximately $50.0 million, in aggregate, is reflected in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets.

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

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

3. Goodwill and Intangible Assets

The carrying amount of goodwill as of June 30, 2025 and December 31, 2024 was $477.0 million. Accumulated impairment losses related to goodwill were $2.3 billion of June 30, 2025 and December 31, 2024.

During the three months ended June 30, 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit. As a result of the impairment test performed, the Company recognized a non-cash goodwill impairment charge of $99.7 million related to the Company's Branded Agencies reporting unit goodwill during the three months ended June 30, 2024, which has been reflected in “Impairment of goodwill” in the Condensed Consolidated Statements of Comprehensive (Loss) Income. As a result of this charge, an immaterial amount of goodwill remains in this reporting unit.

The following tables set forth information for intangible assets:

Amortization of intangible assets was$42.9 million and$44.2 million for the three months ended June 30, 2025 and 2024, respectively, and$85.8 million and$88.5 million for thesix months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows:

4. Debt

In April 2024, the Company amended its secured first lien term loan credit facility (as amended from time to time (the “Term Loan Facility”) to reduce the applicable interest rate margin (a) from 4.50% to 4.25% for SOFR loans or (b) from 3.50% to 3.25% for base rate loans. The Term Loan Facility bears interest at a floating rate of Term SOFR plus an applicable margin of 4.25% per annum, subject to an additional spread adjustment on SOFR ranging from 0.11% to 0.26%. Interest on the 6.5% Senior Secured Notes due 2028 (the“Notes”) is payable semi-annually in arrears at a rate of 6.50% per annum.

The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of June 30, 2025. In addition, the Company is required to repay the principal under the Term Loan Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $13.3 million, per annum, in quarterly payments. The Company made the minimum quarterly principal payments of $3.3 million and $6.6 million duringthe three and six months ended June 30, 2025 and 2024, respectively. No payments under the excess cash flow calculation were required in such periods.

The Company voluntarily repurchased an aggregate of $20.0 million principal amount of the Notes during the first quarter of 2025 and recognized a gain on the repurchase of $1.8 million. The Company didnot make any voluntary repurchases during the three months ended June 30, 2025. The Company voluntarily repurchased an aggregate of $26.5 million and $77.5 million principal amount of the Notes during the three and six months ended June 30, 2024, respectively, and recognized a gain on the repurchase of $2.4 million and $5.1 million for the three and six months ended June 30, 2024, respectively. Gains on the repurchase of the Notes were recognizedas a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss for all periods presented.

As of June 30, 2025, the Company hadno borrowings under its senior secured asset-based revolving credit facility in an aggregate principal amount of up to $500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”). All borrowings under the Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings under the Revolving Credit Facility bear interest at a floating rate, which at the option of the Company may be either (i) a base rate or Canadian Prime Rate plus an applicable margin of 0.75%,1.00%, or 1.25% per annum or (ii) Term SOFR or Alternative Currency Spread plus an applicable margin of 1.75%,2.00% or 2.25% per annum. The Company is required to pay a commitment fee ranging from 0.250% to 0.375% per annum in respect of the average daily unused commitments under the Revolving Credit Facility.

5. Fair Value of Financial Instruments

The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Interest Rate Cap Agreements

The Company had interest rate collar contracts with an aggregate notional value of principal of$700.0 million as of June 30, 2025, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. The interest rate collar contracts will mature on April 5, 2026, 2027 and 2028.

As of June 30, 2025, the fair value of the Company’s outstanding interest collars of$1.2 million was included in “Other long-term liabilities” in the Condensed Consolidated Balance Sheets. As of December 31, 2024 the fair value of the Company’s outstanding interest rate caps and collars of$0.8 million was included in “Other assets” in the Condensed Consolidated Balance Sheets. Changes in fair value of the Company's outstanding interest rate caps and collars are recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended June 30, 2025 and 2024, the Company recorded a loss of$0.4 million and a gain of$1.2 million, respectively, within “Interest expense, net,” related to changes in the fair value of its derivative instruments. During the six months ended June 30, 2025 and 2024, the Company recorded a loss of$2.0 million and a gain of$5.4 million, respectively, within “Interest expense, net", related to changes in the fair value of its derivative instruments.

Long-term Debt

The following tables set forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy:

6. Related Party Transactions

An officer of the Company serves as a member of the board of directors of a client of the Company. The Company recognized$1.2 million of revenues from such client during each of thethree months ended June 30, 2025 and 2024. The Company recognized$2.5 million of revenues from such client during each of thesix months ended June 30, 2025 and 2024. Accounts receivable from this client were $0.7 million and $0.4 million as of June 30, 2025 and December 31, 2024, respectively.

Prior to April 1, 2025, a member of the board of directors of the Company served as an officer of a client of the Company. The Company recognized$2.3 million of revenues from such client during the three months ended June 30, 2024. The Company recognized $2.2 million and $3.9 million of revenues from such client during thesix months ended June 30, 2025 and 2024, respectively. Accounts receivable from this client was $0.2 million as of December 31, 2024.

Unconsolidated Affiliates

During the three months ended June 30, 2025 and 2024, the Company recognized revenues of an immaterial amount and $4.8 million, respectively, from its investment in unconsolidated affiliates. During thesix months ended June 30, 2025 and 2024, the Company recognized revenues of $2.6 million and $11.3 million, respectively, from its investmentin unconsolidated affiliates. Accounts receivable from transactions with unconsolidated affiliates were$1.1 million and $0.9 million as of June 30, 2025 and December 31, 2024, respectively.

7. Income Taxes

The Company’s effective tax rate was(17.9%) and 13.3% for the three months ended June 30, 2025 and 2024, respectively. The Company’s effective tax rate was(15.7%) and 16.9% for the six months ended June 30, 2025 and 2024, respectively.

The effective tax rate for the three and six months ended June 30, 2025 differs from the statutory rate due to the additional tax expense associated with a valuation allowance on disallowed interest expense carryforwards, non-deductible stock based compensation and tax expense associated with withholding tax on earnings in Canada that the Company repatriated during the second quarter.

The effective tax rate for the three and six months ended June 30, 2024 differs from the statutory rate due to the impact of an impairment of goodwill that is non-deductible for tax purposes.

On July 4, 2025, H.R. 1 – One Big Beautiful Bill Act (“OBBB”) was signed into law, which includes significant changes to the U.S. federal tax code. The Company is currently evaluating the impact of the OBBB on the condensed consolidated financial statements and the Company's estimated annual effective tax rate for fiscal year 2025. Pursuant to Accounting Standards Codification 740: Income Taxes, the impact of enacted tax legislation should be recognized in the period of enactment and, as such, the financial statement impact of OBBB, if any, will be recognized during the three months ended September 30, 2025.

8. Segments

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

The CODM utilizes segment operating income to assess the performance and allocate resources to each segment. The CODM is not provided asset information by reportable segment.

Discontinued operations are not included in the applicable reportable segments. Refer to Note 2—Discontinued Operations.

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

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

(2)The “other segment items” category primarily consists of costs incurred in the execution of service obligations, including supplies, technology, and other direct expenses such as travel and indirect general and administrative expenses such as professional fees. These costs align with the segment-level information regularly provided to the CODM and represent the difference between revenue and the significant expense categories above in determining segment profitability.

9. Commitments and Contingencies

Litigation

The Company is involved in various legal matters that arise in the ordinary course of its business. Some of these legal matters purport or may be determined to be class and/or representative actions under the California Labor Code and Private Attorneys General Act, or seek substantial damages, or penalties. The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below. There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations.

In April 2018, the Company acquired the business of Take 5 Media Group (“Take 5”). As a result of an investigation into that business in 2019 that identified certain misconduct, the Company terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after the Company’s acquisition. The Company refers to the foregoing as the “Take 5 Matter.” The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5. The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter. In October 2022, an arbitrator made a final award in favor of the Company. The Company is actively pursuing the collection of this award. The Company is currently unable to estimate if or when it will be able to collect any amounts associated with this arbitration. The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients. The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts previously offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations. Although the Company has insurance covering certain liabilities, the Company cannot be certain that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter.

In the ordinary course of business, the Company is required to provide financial commitments in the form of surety bonds to third parties as a guarantee of its performance on and its compliance with certain obligations. If the Company were to fail to perform or comply with these obligations, any draws upon surety bonds issued on its behalf would then trigger the Company's payment obligation to the surety bond issuer. The Company has outstanding surety bonds issued for its benefits of $15.0 million as of June 30, 2025 and December 31, 2024.

10. Stock-Based Compensation

The Company has issued nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Advantage Solutions Inc. 2020 Incentive Award Plan, as amended and restated (the “Plan”). The Company’s restricted stock units and performance restricted stock units, as described below, are expensed based on the fair value at the grant date. The Company recognized stock-based compensation expense as follows:

Performance Restricted Stock Units

PSUs granted in fiscal year 2025 and 2024 are subject to achievement of certain performance conditions based on measurements of the Company’s Adjusted EBITDA margin and cash earnings. The Company’s average Adjusted EBITDA margin and cash earnings relative to specified targets will be measured over the fiscal years in which the award was granted and the two subsequent fiscal years thereafter, and an average annual achievement percentage will be determined. In addition, the earned PSUs are subject to further adjustment depending on the Company’s performance againsta specified peer group for total stockholder return during the three-year performance period. This adjustment can either put a floor or a cap on the calculation of the final PSUs value. Subject to certain termination events, these PSUs are scheduled to cliff-vest on the third-year anniversary of the date of grant and may vest from 0% to 200% (as defined in the award agreement) of the Target number of PSUs specified in the table below.

PSUs are subject to the recipient's continued service to the Company. PSUs granted in fiscal years 2023 and 2022 are subject to achievement of certain performance conditions based on the Company’s revenues and Adjusted EBITDA targets in the respective measurement period and the recipient’s continued service to the Company. The measurement period is based on the twelve months of the respective fiscal year. The PSUs are scheduled to vest over athree-year period from the date of grant and may vest from 0% to 150% of the number of shares set forth in the table below. The number of PSUs earned shall be adjusted to be proportional to the partial performance between the Threshold, Target and Maximum as defined in the award agreements. Details for each aforementioned defined term for each grant have been provided in the table below.

The fair value of PSU grants was equal to the closing price of the Company's stock on the date of the applicable grant. The maximum potential expense if the Maximum were met for these awards has been provided in the table below. Recognition of expense associated with performance-based stock is not permitted until achievement of the performance targets are probable of occurring.

During the first quarter of fiscal year 2025, the Human Capital Committee determined the annual achievement percentage for PSUs granted in fiscal year 2024 to be 128.3%. The value of these PSU awards remain subject to additional performance requirements (i.e., the annual achievement percentages for fiscal years 2025 and 2026 and the Company’s performance against a specified peer group for total stockholder return during the three-year performance period) and service-based vesting conditions.

The following table summarizes the PSU activity for thesix months ended June 30, 2025:

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

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

Restricted Stock Units

RSUs are subject to the recipient’s continued service to the Company. RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan.

During thesix months ended June 30, 2025, the following activities involving RSUs occurred under the Plan:

As of June 30, 2025, the total remaining unrecognized compensation cost related to RSUs amounted to$28.2 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.4 years.

Stock Options

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

As of June 30, 2025, the Company had approximately$7.8 million of total unrecognized compensation expense related to stock options, net of forfeitures, which the Company expects to recognize over a weighted-average period of approximately 2.4 years. There wereno options exercised during thethree and six months ended June 30, 2025 and 2024.

11. Earnings Per Share

The Company calculates earnings per share using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income attributable to stockholders of the Company by the weighted-average shares of common stock outstanding without the consideration for potential dilutive shares of common stock. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of performance stock units, restricted stock units, public and private placement warrants, the employee stock purchase plan and stock options. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding and the potential dilutive shares of common stock for the period determined using the treasury stock method. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded.

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

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

In accordance with the treasury stock method the weighted average shares outstanding assuming dilution include the incremental effect of stock-based awards, except when such effect would be antidilutive. Stock-based awards of 7.2 million and 8.4 million weighted-average shares were outstanding for the three and six months ended June 30, 2025, respectively, but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive. Stock-based awards of 15.6 million and 17.9 million weighted-average shares were outstanding for thethree and six months ended June 30, 2024, but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive.