APi Group Corp

Previous wording

For additional information about our acquisition activity, see Note 3 – "Business Combinations" to our condensed consolidated financial statements included herein.

Current wording

For information about our acquisition activity, see Note 3 – "Business Combinations" to our condensed consolidated financial statements included herein.

Previous wording

On June 30, 2025, we executed a three-for-two stock split by a payment of a stock dividend of one-half of one share of common stock for each share of common stock.

Current wording

On June 30, 2025, we executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock.

Previous wording

During the six months ended June 30, 2025, we incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.

Current wording

During the nine months ended September 30, 2025, we incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.

Previous wording

Investment expense and other, net includes expense (income) from foreign currency forward contracts, cross-currency swaps, joint ventures, non-service pension cost, and other miscellaneous items. Non-service pension cost reflects the sum of the components of pension expense not related to service expense, i.e. interest expense, expected return on assets, and amortizations of prior service expenses and actuarial gains and losses.

Current wording

Investment (income) expense and other, net includes (income) expense from foreign currency forward contracts, cross-currency swaps, joint ventures, non-service pension cost, and other miscellaneous items. Non-service pension cost reflects the sum of the components of pension expense not related to service expense, i.e. interest expense, expected return on assets, and amortizations of prior service expenses and actuarial gains and losses.

Previous wording

The following is a discussion of our financial condition and results of operations during the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and prior period amounts in this discussion have been recast to reflect the current period presentation.

Current wording

The following is a discussion of our financial condition and results of operations during the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and prior period amounts in this discussion have been recast to reflect the current period presentation.

Previous wording

Our gross profit for the three months ended June 30, 2025 was $615 million compared to $544 million for the same period in 2024, an increase of $71 million or 13.1%. Gross margin for the three months ended June 30, 2025 was 30.9%, a decrease of 50 basis points compared to the prior year period. The decrease was primarily driven by mix, partially offset by pricing improvements across the business.

Current wording

Our gross profit for the three months ended September 30, 2025 was $652 million compared to $567 million for the same period in 2024, an increase of $85 million or 15.0%. Gross margin for the three months ended September 30, 2025 was 31.3%, an increase of 20 basis points compared to the prior year period. The increase was primarily driven by disciplined customer and project selection and pricing improvements, partially offset by mix.

Previous wording

The following table presents operating expenses and operating margin (operating income as a percentage of net revenues) for the three months ended June 30, 2025 and 2024, respectively:

Current wording

The following table presents operating expenses for the three months ended September 30, 2025 and 2024, respectively:

Previous wording

Our SG&A expenses for the six months ended June 30, 2025 were $930 million compared to $810 million for the same period in 2024, an increase of $120 million. SG&A expenses as a percentage of net revenues was 25.1% during the six months ended June 30, 2025 compared to 24.3% for the same period in 2024. The increase in SG&A expenses was primarily driven by SG&A expenses from acquisitions completed, non-recurring systems and business enablement expenses, acquisition and divestiture costs that are non-recurring in nature, and costs to support growth in our Safety Services segment in the six months ended June 30, 2025 compared to 2024. Our SG&A expenses excluding amortization for the six months ended June 30, 2025 were $818 million, or 22.1% of net revenues, compared to $708 million, or 21.3% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.

Current wording

Our SG&A expenses for the three months ended September 30, 2025 were $489 million compared to $425 million for the same period in 2024, an increase of $64 million. SG&A expenses as a percentage of net revenues was 23.5% during the three months ended September 30, 2025 compared to 23.3% for the same period in 2024. The increase in SG&A expenses was primarily driven by non-recurring systems and business enablement expenses, investments to support growth, and SG&A expenses from acquisitions completed during the last year. Our SG&A expenses excluding amortization for the three months ended September 30, 2025 were $433 million, or 20.8% of net revenues, compared to $368 million, or 20.2% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.

Previous wording

Interest expense was $37 million and $35 million for the three months ended June 30, 2025 and 2024, respectively. The increase in interest expense was primarily due to the discontinuation of benefit from certain derivatives, partially offset by a decrease in floating rates and impact of repricings.

Current wording

Interest expense was $34 million and $41 million for the three months ended September 30, 2025 and 2024, respectively. The decrease in interest expense was primarily due to a decrease in floating rates, partially offset by the discontinuation of benefits from certain derivatives.

Previous wording

Investment (income) expense and other, net was $(2) million for the three months ended June 30, 2025 compared to $2 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.

Current wording

Investment (income) expense and other, net was $(1) million for the three months ended September 30, 2025 compared to $1 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.

Previous wording

The effective tax rate for the three months ended June 30, 2025 was 28.7% compared to 22.4% in the same period of 2024. The difference in the effective tax rate was driven by an increase in discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.

Current wording

The effective tax rate for the three months ended September 30, 2025 was 28.2% compared to 30.9% in the same period of 2024. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.

Previous wording

Our net income for the three months ended June 30, 2025 was $77 million compared to $69 million for the same period in 2024, an increase of $8 million. The increase is attributable to net revenues growth previously referenced, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the three months ended June 30, 2025 and 2024 was 3.9% and 4.0%, respectively. Adjusted EBITDA for the three months ended June 30, 2025 was $272 million compared to $231 million for the same period in 2024, an increase of $41 million. The growth in Adjusted EBITDA was driven by an increase in gross profit.

Current wording

Our net income for the three months ended September 30, 2025 was $93 million compared to $69 million for the same period in 2024, an increase of $24 million. The increase is attributable to strong revenue growth and gross margin expansion previously referenced, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was 4.5% and 3.8%, respectively. Adjusted EBITDA for the three months ended September 30, 2025 was $281 million compared to $245 million for the same period in 2024, an increase of $36 million. The growth in adjusted EBITDA was driven by the same factors that explained the increase in net income.

Previous wording

Safety Services segment earnings as a percentage of net revenues for the three months ended June 30, 2025 and 2024 was approximately 17.0% and 16.2%, respectively. The increase was primarily due to disciplined customer and project selection and pricing improvements leading to margin expansion in both service and project revenues.

Current wording

Safety Services segment earnings as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was approximately 16.8% and 16.4%, respectively. The increase was primarily due to disciplined customer and project selection as well as pricing improvements leading to margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by investments to support growth.

Previous wording

Specialty Services net revenues for the three months ended June 30, 2025 increased by $74 or 13.3% compared to the same period in 2024. The increase was driven by strong project revenue growth.

Current wording

Specialty Services net revenues for the three months ended September 30, 2025 increased by $71 or 11.6% compared to the same period in 2024. The increase was driven by strong growth in project revenues.

Previous wording

The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the six months ended June 30, 2025 and 2024, respectively:

Current wording

The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the nine months ended September 30, 2025 and 2024, respectively:

Previous wording

Our gross profit for the six months ended June 30, 2025 was $1,157 million compared to $1,036 million for the same period in 2024, an increase of $121 million or 11.7%. Gross margin for the six months ended June 30, 2025 was 31.2%, an increase of 10 basis points compared to the prior year period. The increase was driven by gross margin expansion in our Safety Services segment, partially offset by mix, and a decline in project margins in our Specialty Services segment.

Current wording

Our gross profit for the nine months ended September 30, 2025 was $1,809 million compared to $1,603 million for the same period in 2024, an increase of $206 million or 12.9%. Gross margin for the nine months ended September 30, 2025 was 31.2%, an increase of 10 basis points compared to the prior year period. The increase was primarily driven by disciplined customer and project selection and pricing improvements, partially offset by mix.

Previous wording

The following table presents operating expenses and operating margin (operating income as a percentage of net revenues) for the six months ended June 30, 2025 and 2024, respectively:

Current wording

The following table presents operating expenses for the nine months ended September 30, 2025 and 2024, respectively:

Previous wording

Our SG&A expenses for the three months ended June 30, 2025 were $472 million compared to $418 million for the same period in 2024, an increase of $54 million. SG&A expenses as a percentage of net revenues was 23.7% during the three months ended June 30, 2025 compared to 24.2% for the same period in 2024. The increase in SG&A expenses was primarily driven by SG&A expenses from acquisitions completed, non-recurring systems and business enablement expenses, acquisition and divestiture costs that are non-recurring in nature, and costs to support growth in our Safety Services segment in the three months ended June 30, 2025 compared to 2024. Our SG&A expenses excluding amortization for the three months ended June 30, 2025 were $417 million, or 21.0% of net revenues, compared to $366 million, or 21.2% of net revenues, for the same period of 2024. The decrease in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to improvements in operating leverage due to higher net revenues. See the discussion and reconciliation of our non-GAAP financial measures below.

Current wording

Our SG&A expenses for the nine months ended September 30, 2025 were $1,419 million compared to $1,235 million for the same period in 2024, an increase of $184 million. SG&A expenses as a percentage of net revenues was 24.5% during the nine months ended September 30, 2025 compared to 23.9% for the same period in 2024. The increase in SG&A expenses was primarily driven by non-recurring systems and business enablement expenses, investments to support growth, and SG&A expenses from acquisitions completed during the last year. Our SG&A expenses excluding amortization for the nine months ended September 30, 2025 were $1,251 million, or 21.6% of net revenues, compared to $1,076 million, or 20.9% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.

Previous wording

Interest expense was $75 million and $69 million for the six months ended June 30, 2025 and 2024, respectively. The increase in interest expense was primarily due to discontinuation of benefit from certain derivatives and investment of debt and equity proceeds of 2024, partially offset by a decrease in floating rates and the benefits from May 2024 and February 2025 repricings.

Current wording

Interest expense was $109 million and $110 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in interest expense was primarily due to a decrease in floating rates, partially offset by discontinuation of benefits from certain derivatives.

Previous wording

Investment (income) expense and other, net was $(2) million for the six months ended June 30, 2025 compared to $5 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.

Current wording

Investment (income) expense and other, net was $(3) million for the nine months ended September 30, 2025 compared to $6 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.

Previous wording

The effective tax rate for the six months ended June 30, 2025 was 27.1% compared to 24.7% in the same period of 2024. The difference in the effective tax rate was driven by an increase in discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.

Current wording

The effective tax rate for the nine months ended September 30, 2025 was 27.6% compared to 27.2% in the same period of 2024. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.

Previous wording

The following table presents net income and Adjusted EBITDA for the six months ended June 30, 2025 and 2024, respectively:

Current wording

The following table presents net income and adjusted EBITDA for the nine months ended September 30, 2025 and 2024, respectively:

Previous wording

The following discussion breaks down the net revenues and segment earnings by operating segment for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

The following discussion breaks down the net revenues and segment earnings by operating segment for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

Safety Services segment earnings as a percentage of net revenues for the six months ended June 30, 2025 and 2024 was approximately 16.4% and 15.5%, respectively. The increase was primarily due to disciplined customer and project selection, and pricing improvements leading to margin expansion in both service and project revenues.

Current wording

Safety Services segment earnings as a percentage of net revenues for the nine months ended September 30, 2025 and 2024 was approximately 16.5% and 15.8%, respectively. The increase was primarily due to disciplined customer and project selection as well as pricing improvements leading to margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by investments to support growth.

Previous wording

Adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) is the measure of profitability used by management to manage the business. Adjustments include expenses that are non-recurring in nature and that may not be indicative of the Company’s core operating results, including systems and business enablement expenses, business transformation expenses, and other expenses for the integration of acquired businesses, the impact and results of businesses classified as assets held-for-sale and divested, and one-time and other infrequent events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions, and non-service pension cost. We supplement the reporting of our consolidated financial information with adjusted EBITDA. We believe this non-GAAP measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance.

Current wording

Adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) is the measure of profitability used by management to manage the business. Adjustments include expenses that are non-recurring in nature and that may not be indicative of the Company’s core operating results, including systems and business enablement expenses, business process transformation expenses, the impact and results of businesses classified as assets held-for-sale and divested, and one-time and other infrequent events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions and divestitures, non-service pension cost, and miscellaneous capital market activities. We supplement the reporting of our consolidated financial information with adjusted EBITDA. We believe this non-GAAP measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance.

Previous wording

As of June 30, 2025, we had $1,176 million of total liquidity, comprising $432 million in cash and cash equivalents and $744 million ($750 million less outstanding letters of credit of approximately $6 million, which reduce availability) of available borrowings under our Revolving Credit Facility.

Current wording

As of September 30, 2025, we had $1,299 million of total liquidity, comprising $555 million in cash and cash equivalents and $744 million ($750 million less outstanding letters of credit of approximately $6 million, which reduce availability) of available borrowings under our Revolving Credit Facility.

Previous wording

During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by an aggregate principal amount equal to $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. During 2024, we also completed the Sixth Amendment to our credit agreement, upsizing and repricing the 2021 Term Loan and repaying the 2019 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 50 basis points and removed the credit spread adjustment ("CSA"). As part of this transaction, we incurred approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to repay the remaining $330 million of the 2019 Term Loan, repay $100 million of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition. During 2024, we also made a $100 million repayment on the 2021 Term Loan.

Current wording

During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the credit spread adjustment. In connection with this transaction, we added approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to fully repay the remaining $330 million balance of the 2019 Term Loan, to pay down $100 million outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.

Previous wording

During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, refinancing and upsizing the Revolving Credit Facility. The amendment increased the Revolving Credit Facility by $250 million, from $500 million to $750 million, and extended the maturity date to the fifth anniversary of the Eighth Amendment. The amendment also reduced the applicable margin by 75 basis points and removed the credit spread adjustment.

Current wording

During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment.

Previous wording

In April 2025, our Board of Directors authorized a new share repurchase program to purchase up to $1,000 million of shares of our common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces our previous share repurchase authorization announced in 2024. During 2024, we repurchased 24,390,240 shares of common stock for approximately $600 million. During the six months ended June 30, 2025, we repurchased 3,095,573 shares of common stock for approximately $75 million. As of June 30, 2025, we had approximately $1,000 million of authorized repurchases remaining under the SRP.

Current wording

In April 2025, our Board of Directors authorized a new share repurchase program to purchase up to $1,000 million of shares of our common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces our previous share repurchase authorization announced in 2024. During 2024, we repurchased 24,390,240 shares of common stock for approximately $600 million. During the nine months ended September 30, 2025, we repurchased 3,095,573 shares of common stock for approximately $75 million. As of September 30, 2025, we had approximately $1,000 million of authorized repurchases remaining under the SRP.

Previous wording

Net cash provided by operating activities was $145 million for the six months ended June 30, 2025 compared to $117 million for the same period in 2024. The increase in cash provided by operating activities is primarily due to improvements in working capital efficiencies associated with the various services we provided in the six months ended June 30, 2025 compared to the same period of the prior year. Cash flow from operations is primarily driven by changes in the mix and timing of demand for our services and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.

Current wording

Net cash provided by operating activities was $377 million for the nine months ended September 30, 2025 compared to $337 million for the same period in 2024. The increase in cash provided by operating activities is primarily due to an increase in net income and improvements in working capital efficiencies associated with the various services we provided in the nine months ended September 30, 2025 compared to the same period of the prior year. Cash flow from operations is primarily driven by changes in the quantity of services provided and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.

Previous wording

Net cash used in investing activities was $140 million for the six months ended June 30, 2025 compared to $623 million for the same period in 2024. This decrease is primarily driven by decreased acquisition consideration in the current year. During the six months ended June 30, 2025, we had cash used in acquisitions, net of cash acquired, of $111 million and $606 million in the six months ended June 30, 2025 and 2024, respectively.

Current wording

Net cash used in investing activities was $231 million for the nine months ended September 30, 2025 compared to $680 million for the same period in 2024. This decrease is primarily driven by decreased acquisition consideration in the current year. We had cash used in acquisitions, net of cash acquired, of $174 million and $647 million in the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Net cash used in financing activities was $101 million for the six months ended June 30, 2025 compared to $357 million of cash provided by financing activities for the same period in 2024. The cash used in financing activities for the six months ended June 30, 2025 was driven by $75 million of share repurchases and $20 million of restricted shares tendered for taxes, while in the six months ended June 30, 2024, cash provided by financing activities was driven by $850 million of proceeds from the repricing transactions of the 2021 Term Loan, and $458 million of proceeds from the issuance of common shares, partially offset by $334 million of payments on long-term borrowings and $600 million of payments for conversion of the Series B Preferred Stock.

Current wording

Net cash used in financing activities was $116 million for the nine months ended September 30, 2025 compared to $348 million of cash provided by financing activities for the same period in 2024. The cash used in financing activities for the nine months ended September 30, 2025 was driven by $75 million of share repurchases, $20 million of restricted shares tendered for taxes, and $16 million of payments of acquisition-related consideration, while in the nine months ended September 30, 2024, cash provided by financing activities was driven by $850 million of proceeds from the repricing transactions of the 2021 Term Loan, and $458 million of proceeds from the issuance of common shares, partially offset by $334 million of payments on long-term borrowings and $600 million of payments for conversion of the Series B Preferred Stock.

Previous wording

During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, refinancing and upsizing the Revolving Credit Facility. The amendment increased the Revolving Credit Facility by $250, from $500 to $750, and extended the maturity date to the fifth anniversary of the Eighth Amendment. The amendment also reduced the applicable margin by 75 basis points and removed the credit spread adjustment.

Current wording

During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment.

Previous wording

During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, repaying the 2019 Term Loan and refinancing the 2021 Term Loan through an upsizing and repricing. We incurred approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to repay the remaining $330 million of the 2019 Term Loan, repay $100 million of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.

Current wording

During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the credit spread adjustment. In connection with this transaction, we added approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to fully repay the remaining $330 million balance of the 2019 Term Loan, to pay down $100 million outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.

Previous wording

The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed (i) 4.00 to 1.00 for each fiscal quarter ending in 2021, and (ii) 3.75 to 1.00 for each fiscal quarter ending thereafter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and letter of credit obligations (excluding undrawn letters of credit up to $40 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of June 30, 2025 was 1.6:1.0.

Current wording

The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed (i) 4.00 to 1.00 for each fiscal quarter ending in 2021, and (ii) 3.75 to 1.00 for each fiscal quarter ending thereafter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and letter of credit obligations (excluding undrawn letters of credit up to $40 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of September 30, 2025 was 1.4:1.0.

Previous wording

•Operating and Finance Leases – See Note 12 – "Leases" in the Annual Report on Form 10-K filed on February 26, 2025. We have not had material changes to our lease obligations during the six months ended June 30, 2025.

Current wording

•Operating and Finance Leases – See Note 12 – "Leases" in the Annual Report on Form 10-K filed on February 26, 2025. We have not had material changes to our lease obligations during the nine months ended September 30, 2025.