Traeger, Inc.

Previous wording

Our revenue decreased by 13.6% and 7.9% for the three and six months ended June 30, 2025, respectively, as compared to the three and six months ended June 30, 2024, respectively, and was $145.5 million and $288.8 million for the three and six months ended June 30, 2025, respectively, down from $168.5 million and $313.4 million for the three and six months ended June 30, 2024, respectively. We recorded a net loss of $7.4 million and $8.2 million for the three and six months ended June 30, 2025, respectively, compared to a net loss of $2.6 million and $7.3 million for the three and six months ended June 30, 2024, respectively.

Current wording

$414.2 million for the three and nine months ended September 30, 2025, respectively, up from $122.1 million and down from $435.4 million for the three and nine months ended September 30, 2024, respectively. We recorded a net loss of $89.8 million and $98.0 million for the three and nine months ended September 30, 2025, respectively, compared to a net loss of $19.8 million and $27.1 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

Continuing global economic uncertainty, terrorism and conflicts, political conditions, and fiscal challenges in the United States and abroad could result in adverse macroeconomic conditions, including inflation, slower growth, or recession. We believe there is significant uncertainty regarding how macroeconomic conditions, including as a result of tariffs, sustained high levels of inflation and higher interest rates, will impact consumer demand for durable goods. While some of these conditions have negatively impacted consumer discretionary spending behavior, we continue to see demand for our products.

Current wording

Continuing global economic uncertainty, terrorism and conflicts, political conditions, and fiscal challenges in the United States and abroad could result in adverse macroeconomic conditions, including inflation, slower growth, or recession. We believe there is significant uncertainty regarding how macroeconomic conditions, including tariffs, sustained high levels of inflation and higher interest rates, will impact consumer demand for durable goods. While some of these conditions have negatively impacted consumer discretionary spending behavior, we continue to see demand for our products.

Previous wording

In recent months, President Trump implemented and/or reinstated tariffs and import restrictions on products from various countries. Certain tariffs went into effect in March and April, though others were paused by the Trump administration for further negotiation. Further tariffs were also announced by the President Trump in early August. The implementation of tariffs has the potential to disrupt existing supply chains and impose additional costs on businesses in our industry. While negotiations regarding tariffs are ongoing, if the resulting environment of retaliatory tariffs or other practices of additional trade restrictions or barriers require us to increase prices for our products in the U.S., this could lead to decreased consumer demand for our products, which would negatively impact our results of operations, cash flows, and financial condition. For more information on risks to our business related to tariffs, please see Part I, Item 1A. “Risk Factors – United States trade policies that restrict imports or increase import tariffs may have a material adverse effect on our business” included in our Annual Report on Form 10-K.

Current wording

Since the beginning of 2025, President Trump implemented and/or reinstated tariffs and import restrictions on products from various countries. Certain tariffs went into effect in March and April, though others were paused by the Trump administration for further negotiation. Further tariffs were also announced by the President Trump in early August. The implementation of tariffs has the potential to disrupt existing supply chains and impose additional costs on businesses in our industry. While negotiations regarding tariffs are ongoing, if the resulting environment of retaliatory tariffs or other practices of additional trade restrictions or barriers require us to increase prices for our products in the U.S., this could lead to decreased consumer demand for our products, which would negatively impact our results of operations, cash flows, and financial condition. For more information on risks to our business related to tariffs, please see Part I, Item 1A. “Risk Factors – United States trade policies that restrict imports or increase import tariffs may have a material adverse effect on our business” included in our Annual Report on Form 10-K.

Previous wording

In response to these macroeconomic conditions, we have taken actions to identify and execute on cost savings initiatives, while simultaneously seeking to maintain product quality and reliability across the supply chain. For example, we have partnered with certain retailers in direct import programs, executed long-term transportation contracts, and implemented operational efficiencies across our pellet mill operations. We expect continued cost savings to improve operating results in the long term, but given the uncertainty of the macroeconomic environment in the near term, including as a result of tariffs, there can be no assurance regarding the outcome of our continuing efforts to help mitigate the effects of these conditions on our business. We will continue to monitor and, if necessary, take additional action to mitigate the effects of the macroeconomic environment on our business.

Current wording

In response to these macroeconomic conditions, we have taken actions to identify and execute on cost savings initiatives, while simultaneously seeking to maintain product quality and reliability across the supply chain. For example, as part of Project Gravity, our previously announced multi-step strategic optimization plan, we have conducted a reduction in force and are centralizing our MEATER business into our Salt Lake City infrastructure to reduce overhead and drive organizational efficiency. Additionally, we are pursuing streamlining and channel optimization initiatives including discontinuing the Costco roadshow program, redirecting Traeger.com consumers to our retail partners' websites as part of an exit from the Traeger direct-to-consumer business, transitioning to a distributor model in European markets that currently operate under a direct model, and pellet mill consolidation. We have also taken proactive steps to mitigate tariff-related risks by increasing product prices and negotiating cost savings with our manufacturers. We expect continued cost savings to improve operating results in the long term, but given the uncertainty of the macroeconomic environment in the near term, including as a result of tariffs, there can be no assurance regarding the outcome of our continuing efforts to help mitigate the effects of these conditions on our business. We will continue to monitor and, if necessary, take additional action to mitigate the effects of the macroeconomic environment on our business.

Previous wording

We derive substantially all of our revenue from the sale of grills, consumables and accessories in North America, which includes the United States and Canada. We recognize revenue, net of product returns, for our grills, consumables and accessories generally at the time of delivery to retailers through our retail channel and to customers through our DTC channel. Estimated product returns are recorded as a reduction of revenue at the time of recognition and are calculated based on product returns history, observable changes in return behavior, and expected returns based on sales volume and mix. We also have certain contractual programs that can give rise to elements of variable consideration, such as volume incentive rebates, with estimated amounts of credits recorded as a reduction to revenue.

Current wording

We derive substantially all of our revenue from the sale of grills, consumables and accessories in North America, which includes the United States and Canada. We recognize revenue, net of product returns, for our grills, consumables and accessories generally at the time of shipment to retailers through our retail channel and to customers through our DTC channel. Estimated product returns are recorded as a reduction of revenue at the time of recognition and are calculated based on product returns history, observable changes in return behavior, and expected returns based on sales volume and mix. We also have certain contractual programs that can give rise to elements of variable consideration, such as volume incentive rebates, with estimated amounts of credits recorded as a reduction to revenue.

Previous wording

Although we experience demand for our products throughout the year, we believe there can be certain seasonal fluctuations in our revenue. We have typically experienced moderately higher levels of sales of our grills in the first and second quarters of the year as our retailers purchase inventory in advance of warmer weather, when demand for outdoor cooking products is the highest across our key markets. Higher sales also coincide with social events and national holidays, which occur during the same warm weather timeframe. Additionally, we have experienced higher sales volume of our accessories during the fourth quarter of the year, due in part to seasonal holiday demand.

Current wording

Although we experience demand for our products throughout the year, there are seasonal fluctuations in our revenue. We have typically experienced moderately higher levels of sales of our grills in the first and second quarters of the year as our retailers purchase inventory in advance of warmer weather, when demand for outdoor cooking products is the highest across our key markets. Higher sales also coincide with social events and national holidays, which occur during the same warm weather timeframe. Additionally, we have typically experienced higher sales volume of our accessories during the fourth quarter of the year, due in part to seasonal holiday demand.

Previous wording

In addition, general and administrative expense includes research and development expenses incurred to develop and improve our future products and processes, which primarily consist of employee and facilities-related expenses, including salaries, benefits and stock-based compensation expense, as well as fees for professional services, costs related to prototype tooling and materials, and software platform costs. Research and development expense was $3.4 million and $4.8 million for the three months ended June 30, 2025 and 2024, respectively, and $6.3 million and $8.5 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

In addition, general and administrative expense includes research and development expenses incurred to develop and improve our future products and processes, which primarily consist of employee and facilities-related expenses, including salaries, benefits and stock-based compensation expense, as well as fees for professional services, costs related to prototype tooling and materials, and software platform costs. Research and development expense was $3.1 million and $3.3 million for the three months ended September 30, 2025, and 2024, respectively, and $9.4 million and $11.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

On May 15, 2025, the Board of Directors approved a comprehensive enterprise initiative designed to streamline the Company’s organizational structure and rebalance its cost base to improve profitability and cash flow generation. As part of this initiative, the Company plans to identify opportunities to deliver cost savings and efficiencies. These savings are expected to be achieved through a multi-step strategic optimization plan (the “Plan”), which includes a reduction in force and the centralization and streamlining of the Company’s operations.

Current wording

On May 15, 2025, the Board of Directors of the Company approved a comprehensive enterprise initiative designed to streamline our organizational structure and rebalance its cost base to improve profitability and cash flow generation. As part of this initiative, we plan to identify opportunities to deliver cost savings and efficiencies. These savings are expected to be achieved through Project Gravity, which includes a reduction in force and the centralization and streamlining of our operations.

Previous wording

Total other expense consists of interest expense and other income, net. Interest expense includes interest and other fees associated with our Credit Facilities, Receivables Financing Agreement (each as defined below), as well as interest income in connection with the employee retention tax credit and the amortization of amounts recorded within accumulated other comprehensive income prior to the dedesignation of the interest rate swap derivative contract as a cash flow hedge. Other income, net also consists of any realized and unrealized gains (losses) from our interest rate swap derivative contract subsequent to the dedesignation of the swap contract from a cash flow hedge, cash receipts from the employee retention tax credit, and foreign currency realized and unrealized gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the U.S. Dollar and from the foreign currency contracts that we use to manage our exposure to foreign currency exchange rate risk related to our purchases and international operations.

Current wording

Total other expense consists of interest expense and other income (expense), net. Interest expense includes interest and other fees associated with our Credit Facilities, Receivables Financing Agreement (each as defined below) as well as the amortization of amounts recorded within accumulated other comprehensive income prior to the dedesignation of the interest rate swap derivative contract as a cash flow hedge. Other income (expense), net consists of any realized and unrealized gains (losses) from our interest rate swap derivative contract subsequent to the dedesignation of the swap contract from a cash flow hedge, the benefit recognized associated with the employee retention tax credit, foreign currency realized and unrealized gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the U.S. Dollar and from the foreign currency contracts that we use to manage our exposure to foreign currency exchange rate risk related to our purchases and international operations.

Previous wording

Revenue decreased by $23.0 million, or 13.6%, to $145.5 million for the three months ended June 30, 2025 compared to $168.5 million for the three months ended June 30, 2024. The decrease was driven by lower sales from grills and accessories, partially offset by higher sales of consumables.

Current wording

Revenue increased by $3.3 million, or 2.7%, to $125.4 million for the three months ended September 30, 2025 compared to $122.1 million for the three months ended September 30, 2024. The increase was driven primarily by higher sales of consumables, Traeger branded accessories and grills, partially offset by lower sales from MEATER smart thermometers.

Previous wording

Revenue from our grills decreased by $20.8 million, or 21.9%, to $74.2 million for the three months ended June 30, 2025 compared to $95.0 million for the three months ended June 30, 2024. The decrease was primarily driven by unit volume reduction in excess of 20%, partially offset by an average selling price increase of high-single digits. Lower unit volume was driven by lower sales of higher priced grills and timing of direct import shipments. The increase in average selling price was primarily due to pricing action and account mix shift as well as lower mix of direct import sales.

Current wording

Revenue from our grills increased by $1.6 million, or 2.2%, to $76.6 million for the three months ended September 30, 2025 compared to $74.9 million for the three months ended September 30, 2024. The increase was primarily driven by low-double digit increase in average selling price, partially offset by high-single digit reduction in unit volume. The increase in average selling price was primarily due to pricing shifts, account mix shift and lower mix of direct import sales. Lower unit volume was driven by lower orders of higher priced grills and timing of direct import shipments.

Previous wording

Revenue from our consumables increased by $2.5 million, or 7.5%, to $36.4 million for the three months ended June 30, 2025 compared to $33.8 million for the three months ended June 30, 2024. The increase was driven by a low-double digit increase in wood pellet sales and a mid-single digit reduction in food consumables sales. Wood pellet sales were driven by high single digit increase in average selling price driven by strategic alignment with wholesale partners and low single digit unit volume increase as a result of channel expansion. Food consumables mid-single digit reduction in sales was primarily due to lower average selling price of rubs with launch of lower priced offerings.

Current wording

Revenue from our consumables increased by $2.8 million, or 12.3%, to $25.3 million for the three months ended September 30, 2025 compared to $22.5 million for the three months ended September 30, 2024. The increase was primarily driven by mid-double digit increase in wood pellet sales, partially offset by low-single digit reduction in food consumables sales. Wood pellet sales were driven by low-double digit increase in average selling price driven by strategic alignment with wholesale partners and low-single digit unit volume increase as a result of channel expansion. Food consumables low-single digit reduction in sales was primarily due to lower average selling price of rubs with the launch of lower priced offerings.

Previous wording

Revenue from our accessories decreased by $4.7 million, or 11.9%, to $34.9 million for the three months ended June 30, 2025 compared to $39.7 million for the three months ended June 30, 2024. The decrease was driven primarily by lower sales of MEATER smart thermometers.

Current wording

Revenue from our accessories decreased by $1.1 million, or 4.3%, to $23.5 million for the three months ended September 30, 2025 compared to $24.6 million for the three months ended September 30, 2024. The decrease was driven primarily by lower sales of MEATER smart thermometers.

Previous wording

Gross profit decreased by $15.3 million, or 21.2%, to $57.0 million for the three months ended June 30, 2025 compared to $72.3 million for the three months ended June 30, 2024. Gross margin decreased to 39.2% for the three months ended June 30, 2025 from 42.9% for the three months ended June 30, 2024. The decrease in gross margin was driven primarily by mix of direct import shipments, tariff related costs and increased funding for promotional activities, partially offset by favorability from a strategic alignment with our wholesale partners.

Current wording

Gross profit decreased by $3.1 million, or 6.1%, to $48.5 million for the three months ended September 30, 2025 compared to $51.7 million for the three months ended September 30, 2024. Gross margin decreased to 38.7% for the three months ended September 30, 2025 from 42.3% for the three months ended September 30, 2024. The decrease in gross margin was driven primarily by tariff related costs, partially offset by favorability from pricing shifts, supply chain efficiencies, and strategic alignment with wholesale partners.

Previous wording

Revenue from our grills decreased by $10.9 million, or 6.4%, to $160.9 million for the six months ended June 30, 2025 compared to $171.8 million for the six months ended June 30, 2024. The decrease was primarily driven by a low double-digit reduction in average selling price, partially offset by mid single-digit increase in unit volume. Lower average selling price was driven by mix shift to lower priced grills and higher mix of direct import sales. Increased unit volume was driven by load-in of newly launched grills and higher orders of grills with a lower average selling price.

Current wording

Revenue from our grills decreased by $9.3 million, or 3.8%, to $237.4 million for the nine months ended September 30, 2025 compared to $246.7 million for the nine months ended September 30, 2024. The decrease was primarily driven by mid-single digit reduction in average selling price, partially offset by low-single digit increase in unit volume. Lower average selling price was driven by mix shift to lower priced grills. Increased unit volume was driven by load-in of newly launched grills and higher orders of lower ASP grills.

Previous wording

Revenue from our consumables increased by $0.6 million, or 0.8%, to $66.6 million for the six months ended June 30, 2025 compared to $66.1 million for the six months ended June 30, 2024. The increase was driven by a low double-digit increase in wood pellet sales and a mid single-digit reduction in food consumables sales. Wood pellet sales were driven by high single-digit increase in average selling price driven by strategic alignment with wholesale partners and low single-digit unit volume increase as a result of channel expansion. Food consumables mid single-digit reduction in sales was primarily due to lower average selling price of rubs with launch of lower priced offerings.

Current wording

Revenue from our consumables increased by $3.3 million, or 3.7%, to $91.9 million for the nine months ended September 30, 2025 compared to $88.6 million for the nine months ended September 30, 2024. The increase was driven by mid-single digit increase in wood pellet sales, partially offset by a mid-single digit reduction in food consumables sales. Wood pellet sales were driven by high-single digit increase in average selling price driven by strategic alignment with wholesale partners. Food consumables mid-single digit reduction in sales was primarily due to lower average selling price of rubs with launch of lower priced offerings.

Previous wording

Revenue from our accessories decreased by $14.3 million, or 18.9%, to $61.3 million for the six months ended June 30, 2025 compared to $75.5 million for the six months ended June 30, 2024. The decrease was driven primarily by lower sales of MEATER smart thermometers.

Current wording

Revenue from our accessories decreased by $15.3 million, or 15.3%, to $84.8 million for the nine months ended September 30, 2025 compared to $100.1 million for the nine months ended September 30, 2024. The decrease was driven primarily by lower sales of MEATER smart thermometers, partially offset by low-single digit unit volume increase in Traeger branded accessories.

Previous wording

Gross profit decreased by $18.4 million, or 13.7%, to $116.5 million for the six months ended June 30, 2025 compared to $134.9 million for the six months ended June 30, 2024. Gross margin decreased to 40.3% for the six months ended June 30, 2025 from 43.0% for the six months ended June 30, 2024. The decrease in gross margin was driven primarily by lower mix of direct import shipments and tariff related costs, partially offset by favorability from a strategic alignment with our wholesale partners.

Current wording

Gross profit decreased by $21.6 million, or 11.6%, to $165.0 million for the nine months ended September 30, 2025 compared to $186.6 million for the nine months ended September 30, 2024. Gross margin decreased to 39.8% for the nine months ended September 30, 2025 from 42.8% for the nine months ended September 30, 2024. The decrease in gross margin was driven primarily by tariff related costs, unfavorable grill mix and increasing funding for promotional activities, partially offset by supply chain efficiencies and strategic alignment with wholesale partners.

Previous wording

General and administrative expense decreased by $11.6 million, or 18.5%, to $51.1 million for the six months ended June 30, 2025 compared to $62.6 million for the six months ended June 30, 2024. As a percentage of revenue, general and administrative expense decreased to 17.7% for the six months ended June 30, 2025 from 20.0% for the six months ended June 30, 2024. The decrease in general and administrative expense was driven by lower stock-based compensation expense of $7.4 million as well as lower costs related to legal matters, partially offset by higher employee related costs.

Current wording

General and administrative expense decreased by $13.5 million, or 15.6%, to $73.2 million for the nine months ended September 30, 2025 compared to $86.8 million for the nine months ended September 30, 2024. As a percentage of revenue, general and administrative expense decreased to 17.7% for the nine months ended September 30, 2025 from 19.9% for the nine months ended September 30, 2024. The decrease in general and administrative expense was driven by a decrease in stock-based compensation expense of $9.7 million, and legal settlement costs in the comparable period, partially offset by increased employee costs.

Previous wording

Total other expense decreased by $5.7 million, or 77.3%, to $1.7 million for the three months ended June 30, 2025 compared to $7.4 million for the three months ended June 30, 2024. This decrease was primarily related to the benefit recognized associated with the employee retention tax credit, as well as favorable results due to changes in foreign currency rates, partially offset by decreases in the realized and unrealized gains on our interest rate swap.

Current wording

Total other expense decreased by $10.1 million, or 41.5%, to $14.2 million for the nine months ended September 30, 2025 compared to $24.3 million for the nine months ended September 30, 2024. This decrease was primarily due to the benefit recognized from the employee retention tax credit and favorable impacts from foreign currency exchange rates and related contracts, partially offset by lower realized gains on our interest rate swap.

Previous wording

Historically, our cash requirements have principally been for working capital purposes, capital expenditures, and debt service payments. We have funded our operations through cash flows from operating activities, cash on hand, and borrowings under our credit facilities and receivables financing agreement. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.

Current wording

Historically, our cash requirements have principally been for working capital purposes, capital expenditures, and debt service payments. We have funded our operations through cash flows from operating activities, cash on hand, and borrowings under our credit facilities and receivables financing agreement. In the event of failure of any of our financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $10.3 million, $125.0 million borrowing capacity under our Revolving Credit Facility (as defined below) and $44.6 million borrowing capacity under our Receivables Financing Agreement (as defined below). As of June 30, 2025, we had no outstanding loan amounts under the Revolving Credit Facility and had drawn down $9.0 million on the Receivables Financing Agreement. As of June 30, 2025, the total principal amount outstanding under our First Lien Term Loan Facility was $403.5 million. Based on our current business plan and revenue prospects, we continue to believe that our existing cash and cash equivalents, availability under our Revolving Credit Facility and Receivables Financing Agreement, and our anticipated cash flows from operating activities will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next twelve months from the date of this Quarterly Report on Form 10-Q. However, our future working capital requirements will depend on many factors, including our rate of revenue growth and profitability, the timing and size of future acquisitions, and the timing of introductions of new products and investments in our supply chain and implementation of technologies.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $5.9 million, $112.5 million borrowing capacity under our Revolving Credit Facility (as defined below) and $48.8 million borrowing capacity under our Receivables Financing Agreement (as defined below). As of September 30, 2025, we had no outstanding loan amounts under the Revolving Credit Facility and Receivables Financing Agreement. As of September 30, 2025, the total principal amount outstanding under our First Lien Term Loan Facility was $403.4 million, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 29, 2028. Based on our current business plan and revenue prospects, we believe that our existing cash and cash equivalents, availability under our Revolving Credit Facility and Receivables Financing Agreement, and our anticipated cash flows from operating activities will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next twelve months from the date of this Quarterly Report on Form 10-Q. However, our future working capital requirements will depend on many factors, including the implementation of Project Gravity, our rate of revenue growth and profitability, the timing and size of future acquisitions, and the timing of introductions of new products and investments in our supply chain and implementation of technologies.

Previous wording

Cash flows related to operating activities are dependent on net loss, non-cash adjustments to net loss, and changes in working capital. The increase in cash used in operating activities during the six months ended June 30, 2025 compared to cash provided by operating activities during the six months ended June 30, 2024 is primarily due to an increase in net cash used for working capital and an increase in net loss, adjusted for non-cash items, as compared to the prior year period. The increase in cash used for working capital was primarily due to a decrease in accounts payable and accrued expenses in efforts to reduce our outstanding inventory obligations in preparation for the grilling season, as well as decreases in the change in accounts receivable in the current period, primarily driven by the collections of large trade receivable balances.

Current wording

Cash flows related to operating activities are dependent on net loss, non-cash adjustments to net loss, and changes in working capital. The decrease in cash provided by operating activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily due to changes in net working capital and an increase in net loss, adjusted for non-cash items, as compared to the prior year period. The change in net working capital was primarily due to a decrease in accounts payable and accrued expenses, reflecting the timing of inventory related purchases and payments. Additionally, lower manufacturing deposits utilized for inventory procurement contributed to the increase, along with a smaller change in accounts receivable during the current period, driven by the collection of large trade receivable balances.

Previous wording

The decrease in cash used in investing activities during the six months ended June 30, 2025 compared to cash used in investing activities during the six months ended June 30, 2024 was primarily related to the decreased purchasing of wood pellet production machinery and equipment, as well as a reduction of internal-use software costs.

Current wording

The decrease in cash used in investing activities during the nine months ended September 30, 2025 was primarily related to lower capital expenditures related to wood pellet production machinery and equipment, as well as a reduction in costs associated with internal-use software.

Previous wording

The increase in cash provided by financing activities during the six months ended June 30, 2025 compared to cash used in financing activities during the six months ended June 30, 2024 was primarily driven by the increase in net borrowing on our Receivables Financing Agreement as compared to the prior year period. These funds were used for general corporate and working capital purposes.

Current wording

The decrease in cash used in financing activities during the nine months ended September 30, 2025 was primarily attributable to lower net borrowings under our Revolving Credit Facility and Receivables Financing Agreement as compared to the prior year. These funds were used to support general corporate and working capital purposes.

Previous wording

The First Lien Term Loan Facility accrues interest at a rate per annum that incorporates both fixed and floating components. The fixed component ranges from 3.00% to 3.25% per annum based on our Public Debt Rating (as defined in the First Lien Credit Agreement). The floating component is based on the Term SOFR (as defined in the First Lien Credit Agreement) for the relevant interest period. The First Lien Term Loan Facility requires periodic principal payments from

Current wording

The First Lien Term Loan Facility accrues interest at a rate per annum that incorporates both fixed and floating components. The fixed component ranges from 3.00% to 3.25% per annum based on our Public Debt Rating (as defined in the First Lien Credit Agreement). The floating component is based on the Term SOFR (as defined in the First Lien Credit Agreement) for the relevant interest period. The First Lien Term Loan Facility requires periodic principal payments from December 2021 through June 2028, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 29, 2028. As of September 30, 2025 and December 31, 2024, the total principal amount outstanding on the First Lien Term Loan Facility was $403.4 million and $403.6 million, respectively.

Previous wording

Loans under the Revolving Credit Facility accrue interest at a rate per annum that incorporates both fixed and floating components. The fixed component ranges from 2.75% to 3.25% per annum based on our most recently determined First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement). The floating component is based on the Term SOFR for the relevant interest period. The Revolving Credit Facility also has a variable commitment fee, which is based on our most recently determined First Lien Net Leverage Ratio and ranges from 0.25% to 0.50% per annum on undrawn amounts. Letters of credit may be issued under the Revolving Credit Facility in an amount not to exceed $15.0 million which, when issued, lower the overall borrowing capacity of the facility.

Current wording

Loans under the Revolving Credit Facility accrue interest at a rate per annum that considers both fixed and floating components. The fixed component ranges from 2.75% to 3.25% per annum based on our most recently determined First Lien Net Leverage Ratio (as defined in the First Lien Credit Agreement). The floating component is based on the Term SOFR for the relevant interest period. The Revolving Credit Facility also has a variable commitment fee, which is based on our most recently determined First Lien Net Leverage Ratio and ranges from 0.25% to 0.50% per annum on undrawn amounts. Letters of credit may be issued under the Revolving Credit Facility in an amount not to exceed $15.0 million which, when issued, lower the overall borrowing capacity of the facility.

Previous wording

On August 6, 2024, we entered into Amendment No. 10 to the Receivables Financing Agreement in order to extend the expiration of the facility to August 6, 2027. As part of the amendment, we are required to pay an upfront fee for the facility, along with a fixed interest rate on outstanding cash advances of approximately 2.6% and a floating interest rate based on the CP

Current wording

On August 6, 2024, we entered into Amendment No. 10 to the Receivables Financing Agreement in order to extend the expiration of the facility to August 6, 2027. As part of the amendment, we are required to pay an upfront fee for the facility, along with a fixed interest rate on outstanding cash advances of approximately 2.6% and a floating interest rate based on the CP Rate or Adjusted Term SOFR (each as defined in the Receivables Financing Agreement). We were in compliance with the covenants under the Receivables Financing Agreement as of September 30, 2025.

Previous wording

As of June 30, 2025 and December 31, 2024, the Company had drawn down $9.0 million and $5.0 million, respectively, under this facility for general corporate and working capital purposes.

Current wording

As of September 30, 2025 and December 31, 2024, we had no outstanding borrowings and had drawn down $5.0 million, respectively, under this facility for general corporate and working capital purposes.

Previous wording

Our critical accounting policies and estimates are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K, the notes to the consolidated financial statements included therein and Note 2 –Summary of Significant Accounting Policies to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. During the six months ended June 30, 2025, except as indicated below, there were no material changes to our critical accounting policies and estimates from those discussed in our Annual Report on Form 10-K.

Current wording

Our critical accounting policies and estimates are described under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K, the notes to the consolidated financial statements included therein and Note 2 –Summary of Significant Accounting Policies to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2025, except as indicated below, there were no material changes to our critical accounting policies and estimates from those discussed in our Annual Report on Form 10-K.

Previous wording

We perform our annual goodwill impairment analysis in the fourth quarter of each fiscal year, or more often if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value. During the three months ended June 30, 2025, we identified a potential indicator of impairment due to the sustained decrease of the our stock price which led to the conclusion that a triggering event had occurred and therefore we performed a quantitative test for the single reporting unit.

Current wording

We perform our annual goodwill impairment analysis in the fourth quarter of each fiscal year, or more often if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value. During the three months ended September 30, 2025, we identified a potential indicator of impairment due to the sustained decrease of our stock price which led to the conclusion that a triggering event had occurred and therefore we performed a quantitative test for the single reporting unit.

Previous wording

The fair value of the reporting unit was based upon weightings of an income approach and a market-based approach. The income approach utilizes a discounted cash flow analysis, and the market-based approach utilizes comparable public company information, key valuation multiples, and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable. The significant assumptions used in these approaches include revenue growth rates, profit margins, and discount rates under the income approach as well as valuation multiples derived from comparable public companies under the market approach.

Current wording

The fair value of the reporting unit was based upon a weighted analysis using both an income approach and a market-based approach. The income approach utilizes a discounted cash flow analysis, and the market-based approach utilizes comparable public company information, key valuation multiples, and considers a market control premium associated with cost synergies and other cash flow benefits that arise from obtaining control over a reporting unit, and guideline transactions, when applicable. The significant assumptions used in these approaches include revenue growth rates, profit margins, and discount rates under the income approach as well as valuation multiples derived from comparable public companies under the market approach.

Previous wording

For information regarding recent accounting pronouncements, see Note 2 –Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Current wording

For information regarding recent accounting pronouncements, see Note 2 –Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.