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NIQ Global Intelligence plc

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

NIQ$20.42+2.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-15.

0002054696-25-000012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001628280-25-051838

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 213 previous paragraphs and 228 current paragraphs.

109 unchanged; 84 reworded; 32 added; 18 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (32)

Current report

•Initial Public Offering. During the third quarter of 2025, we recognized a cumulative catch-up expense of approximately $42.2 million for share-based compensation, inclusive of approximately $18.1 million affiliated with Phantom Awards which are cash-settled awards that were granted by Advent to certain NIQ employees upon the Advent Acquisition. This was primarily driven by the completion of the Company’s IPO and the satisfaction of certain conditions associated with RSUs and Phantom Awards agreements.

Current report

Revenues increased $70.5 million, or 7.2%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Americas revenue increased by $20.2 million for the three months ended September 30, 2025 driven by higher incremental Intelligence revenue of $15.4 million, representing an increase of 5.1% due tostrong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, and by an increase in incremental Activation revenue of $4.8 million, representing an increase of 6.0% driven by higher project demand and volumes. EMEA revenue increased by $46.5 million for the three months ended September 30, 2025 driven by higher incremental Intelligence revenue of $42.1 million representing an increase of 11.5% driven by strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, slightly offset by the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) and the deconsolidation of our Russia subsidiaries. EMEA incremental Activation revenue increased $4.4 million representing an increase of 7.0% driven by higher project volume. In addition, APAC revenue increased by $3.8 million for the three months ended September 30, 2025 driven by higher incremental Intelligence revenue of $3.8 million, representing an increase of 3.0%, driven by stronger demand for services. Additionally, favorable currency exchange rates contributed 2.3% to total revenue growth.

Current report

Cost of revenues (excluding depreciation and amortization shown separately below)

Current report

Selling, general and administrative expenses increased $58.8 million, or 14.8%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Selling, general and administrative expenses increased driven by the incremental share-based compensation expense as a result of the completion of the Company’s IPO and the satisfaction of certain conditions associated with RSUs and Phantom Awards agreements.

Current report

Foreign currency exchange (loss) gain, net decreased by $30.1 million to a net loss of $18.9 million for the three months ended September 30, 2025. The decrease was primarily driven by higher foreign currency losses related to the depreciation of the Euro against the US Dollar.

Current report

Cost of revenues (excluding depreciation and amortization shown separately below)

Current report

Cost of revenues increased $28.6 million, or 2.2%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was due primarily to inflationary costs and increased personnel costs.

Current report

Selling, general and administrative expenses increased $32.2 million, or 2.7%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Selling, general and administrative expenses increased driven by the incremental share-based compensation as a result of the completion of the Company’s IPO and the satisfaction of certain conditions associated with RSUs and Phantom Awards agreements.

Current report

Nonoperating income (expense), net decreased $92.6 million, or 57.6%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This was primarily driven by year over year changes of $63.0 million related to the deconsolidation of our Russian subsidiaries, $25.9 million related to the remeasurement of warrant to fair value prior to equity reclassification, and $3.0 million of factoring fees.

Current report

Americas’ segment revenues increased by $20.2 million, or 5.3%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Segment Intelligence revenue increased by $15.4 million due to strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets. Activation revenue increased by $4.8 million drivenby higher project demand and volumes.

Current report

Americas’ segment revenues increased by $44.8 million, or 3.9%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Segment Intelligence revenue increased by $38.8 million dueto strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets. Activation revenue increased by $6.0 million driven byhigher project demand and volumes.

Current report

EMEA segment revenues increased by $75.7 million, or 5.9%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily driven by segment Intelligence revenue which increased $74.0 million due tostrong renewals, expansion in core services, cross-selling new capabilities, penetrating adjacent, high-growth markets and favorable currency exchange rates.

Current report

EMEA segment Adjusted EBITDA increased by $75.6 million, or 23.2%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Segment Adjusted EBITDA Margin increased by 4.1% for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to an increase in segment revenues for the nine months ended September 30, 2025. Segment costs, which primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, remained flat for the period.

Current report

APAC segment revenues increased by $3.8 million, or 2.2%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, driven by higher incremental Intelligence revenue of $3.8 million, representing an increase of 3.0%, driven by expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets.

Current report

APAC segment revenues increased by $9.0 million, or 1.8%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, driven by higher incremental Intelligence revenue of $7.7 million, representing an increase of 2.0%, and higher incremental Activation revenue of $1.4 million representing an increase of 1.1% driven driven by expansion in core services, cross-selling new capabilities, and penetrating adjacent and high-growth markets.

Current report

We also entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $27.1 million USD) to finance the M-Trix Acquisition. We settled the loan, including the accrued interest, during the third quarter of 2025. See Note 3. “Acquisitions” in the notes to unaudited condensed consolidated financial statements for additional information.

Current report

On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the “Trigger Maturity Date”), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the “Modified Maturity Date”), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. On July 24, 2025, as part of the IPO we used approximately $533.4 million of the net proceeds from the IPO to repay all outstanding principal amounts under the Revolver.

Current report

In connection with both the July 11, 2025 and August 12, 2025 amendments, we recognized a combined loss of $24.7 million, which included $16.1 million for the write-off of unamortized discount and $8.6 million for the write-off of unamortized debt issuance costs, along with the expense of $1.3 million in third-party legal fees. The amounts associated with the write-off were included in nonoperating expense, net.

Current report

On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the USD Term Loan to 250 basis points and extend the maturity date to October 31, 2030. We used net proceeds from the IPO to repay accrued interest on the USD Term Loan of $5.7 million. At September 30, 2025, the interest rate for the USD Term Loan was approximately 6.8%.

Current report

On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the EUR Term Loan to 300 basis points and extend the maturity date to October 31, 2030. We used net proceeds from the IPO to repay €255.0 million (approximately $298.4 million USD) of the EUR Term Loan, including accrued interest of $2.8 million USD. At September 30, 2025, the interest rate for the EUR Term Loan was approximately 4.9%.

Current report

On August 12, 2025, the Credit Agreement was amended to use net proceeds from the IPO to repay in full the 2021 CAD Term Loan in the amount of C$122.6 million (approximately $89.0 million USD).

Current report

On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the “Trigger Maturity Date”), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the “Modified Maturity Date”), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. On July 24, 2025, we used approximately $533.4 million of the net proceeds from the IPO to repay all outstanding principal amounts under the Revolver.
Removed paragraphs (18)

Previous report

Additionally, we estimate that higher pricing from strong renewals contributed approximately 2.5% of revenue growth for the three months ended June 30, 2025. We also estimate that the new capabilities from innovative products and solutions contributed approximately 1.5% of revenue growth for the three months ended June 30, 2025. Lastly, we estimate our new verticals, channels and markets contributed approximately 1.7% of revenue growth for the three months ended June 30, 2025.

Previous report

Selling, general and administrative expenses decreased $1.6 million, or 0.4%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. Selling, general and administrative expenses decreased due to lower Transformation Program costs, lower GfK integration costs and the impact of our CEP program offset by inflation costs.

Previous report

Revenues increased $59.0 million, or 3.0%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Americas revenue increased by $24.6 million for the six months ended June 30, 2025 driven by higher incremental Intelligence revenue of $23.4 million, representing an increase of 3.9% due to expansion in core services and cross-selling new capabilities, and by higher incremental Activation revenue of $1.2 million, representing an increase of 0.7% driven by higher volumes. EMEA revenue increased by $29.2 million for the six months ended June 30, 2025 driven by higher incremental Intelligence revenue of $31.9 million representing a increase of 4.4% due to strong renewals with increased value based pricing, cross-selling new capabilities and growth in new markets, partially offset by the deconsolidation of our Russian subsidiaries and sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination). In addition, APAC revenue increased by $5.2 million for the six months ended June 30, 2025 driven by higher incremental Intelligence revenue of $3.9 million, representing an increase of 1.5%, and higher incremental Activation revenue of $1.3 million representing an increase of 1.5% driven by increased volumes.

Previous report

Additionally, we estimate that the new capabilities from innovative products and solutions contributed approximately two percentage points of revenue growth for the six months ended June 30, 2025. We also estimate that higher pricing from strong renewals contributed approximately two percentage points of revenue growth for the six months ended June 30, 2025. Lastly, we estimate our new verticals, channels and markets contributed approximately two percentage points of revenue growth for the six months ended June 30, 2025.

Previous report

Cost of revenues increased $1.1 million, or 0.1%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease was due primarily to cost efficiency from better technology use as transformation continues to positively impact the business.

Previous report

Selling, general and administrative expenses decreased $26.7 million, or 3.3%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. Selling, general and administrative expenses decreased due to lower Transformation Program costs, lower GfK integration costs and the impact of our CEP program offset by inflationary costs.

Previous report

Nonoperating income (expense), net decreased $19.5 million, or 87.4%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. This was primarily driven by a $28.1 million write-off of payables related to the deconsolidation of subsidiaries.

Previous report

Americas’ segment revenues increased by $10.6 million, or 2.7%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Segment Intelligence revenue increased by $12.8 million due to expansion in core services, cross-selling new capabilities and growth in new verticals, and segment Activation revenue decreased by $2.2 million driven by lower volumes.

Previous report

Americas’ segment revenues increased by $24.6 million, or 3.3%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Segment Intelligence revenue increased by $23.4 million due to expansion in core services, cross-selling new capabilities and growth in new verticals, and segment Activation revenue increased by $1.2 million driven by net higher volumes.

Previous report

EMEA segment revenues increased by $29.2 million, or 3.4%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily driven by segment Intelligence revenue which increased $31.9 million due to expansion in core services, cross-selling new capabilities and growth in new verticals. The increase was partially offset due to the deconsolidation of our Russian subsidiaries and the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination). See Note 3. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information.

Previous report

EMEA segment Adjusted EBITDA increased by $38.5 million, or 17.9%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Segment Adjusted EBITDA Margin increased by 3.6% for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to an increase in segment revenues for the six months ended June 30, 2025. Other segment costs, which primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, also decreased compared to the prior period due to continued efficiencies from GfK integration and savings from the CEP program.

Previous report

APAC segment revenues increased by $4.0 million, or 2.3%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, driven by higher incremental Intelligence revenue of $3.5 million, representing an increase of 2.8%, and higher incremental Activation revenue of $0.5 million representing an increase of 1.1% driven by value based pricing and favorable currency exchange rates, slightly offset by lower volume.

Previous report

APAC segment revenues increased by $5.2 million, or 1.5%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, driven by higher incremental Intelligence revenue of $3.9 million, representing an increase of 1.5%, and higher incremental Activation revenue of $1.3 million representing an increase of 1.5% driven by value based pricing, slightly offset by lower volume and unfavorable currency exchange rates.

Previous report

On July 11, 2025, the Credit Agreement was amended to, among other things, increase the aggregate principal amount of the Revolver to $750.0 million. See Note 17. "Subsequent Events" in the notes to unaudited condensed consolidated financial statements for additional information.
Reworded paragraphs (84)

Previous wording

We are a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. We manage a comprehensive and integrated ecosystem –The NIQ Ecosystem – which combines proprietary data, best-in-class technology, human intelligence and highly sophisticated software applications and analytics solutions. Our unified, AI-powered technology platform aggregates, harmonizes and enriches vast amounts of global consumer shopping data from a myriad of diverse sources, generates rich, proprietary reference data and metadata, and provides a global, omnichannel view of consumer shopping behavior –The Full View. Leveraging our strong NIQ brand, long-term client relationships, global scale, proprietary technology and extensive data and insights, we are positioned as a global leader in measuring, analyzing, and predicting consumer behavior in the fast moving consumer goods, technology and durables and other verticals in which we operate. We believe our solutions, mission-critical insights, analytics and software applications are deeply embedded across our clients’ enterprise supporting their strategic and operational decisions, enabling them to measure performance, maintain and strengthen their market positions and drive innovation and profitable growth.

Current wording

We are a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. We manage a comprehensive and integrated ecosystem –The NIQ Ecosystem – which combines proprietary data, best-in-class technology, human intelligence and highly sophisticated software applications and analytics solutions. Our unified, AI-powered technology platform aggregates, harmonizes and enriches vast amounts of global consumer shopping data from a myriad of diverse sources, generates rich, proprietary reference data and metadata, and provides a global, omnichannel view of consumer shopping behavior –The Full View TM. Leveraging our strong NIQ brand, long-term client relationships, global scale, proprietary technology and extensive data and insights, we are positioned as a global leader in measuring, analyzing, and predicting consumer behavior in the fast moving consumer goods, technology and durables and other verticals in which we operate. We believe our solutions, mission-critical insights, analytics and software applications are deeply embedded across our clients’ enterprise supporting their strategic and operational decisions, enabling them to measure performance, maintain and strengthen their market positions and drive innovation and profitable growth.

Previous wording

We operate our business through three reportable segments: (1) Americas, which includes North America and Latin America; (2) EMEA, which includes Europe, the Middle East and Africa; and (3) APAC, which includes Asia and the western Pacific region. We generate revenue from solutions in two product groupings: (i) Intelligence (Consumer Measurement) and (ii) Activation (Consumer Analytics). Intelligence solutions include a combination of our retail measurement, consumer behavior and insights and retailer solutions, which are utilized by both consumer brands and retailer clients. Activation solutions include customized analytics and predictive models to improve decision making around product, pricing, marketing and supply chain. We typically initiate client relationships through one of our core Intelligence solutions which we typically sell under multi-year or annual subscription contracts granting clients access to our core software and data solutions. Our Intelligence solutions accounted for approximately 81% and 82% of our revenue for the three and six months ended June 30, 2025, respectively. Our Intelligence subscription revenue for the six months ended June 30, 2025 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 105%. These subscription-based contracts typically contain built-in, annual, price and product enhancement escalators. With the enhancements of our data coverage, product innovation and AI-powered technology platform, we believe that we have been able to consistently increase client satisfaction and execution on our value-based pricing strategy. Individual contract values vary based on the number of countries and modules desired, such as the number of eCommerce or omnichannel reads that the client elects to purchase at the time of initial contracting or thereafter during the contract term.

Current wording

We operate our business through three reportable segments: (1) Americas, which includes North America and Latin America; (2) EMEA, which includes Europe, the Middle East and Africa; and (3) APAC, which includes Asia and the western Pacific region. We generate revenue from solutions in two product groupings: (i) Intelligence (Consumer Measurement) and (ii) Activation (Consumer Analytics). Intelligence solutions include a combination of our retail measurement, consumer behavior and insights and retailer solutions, which are utilized by both consumer brands and retailer clients. Activation solutions include customized analytics and predictive models to improve decision making around product, pricing, marketing and supply chain. We typically initiate client relationships through one of our core Intelligence solutions which we typically sell under multi-year or annual subscription contracts granting clients access to our core software and data solutions. Our Intelligence solutions accounted for approximately 81% and 82% of our revenue for the three and nine months ended September 30, 2025, respectively. Our Intelligence subscription revenue for the nine months ended September 30, 2025 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 105%. These subscription-based contracts typically contain built-in, annual, price and product enhancement escalators. With the enhancements of our data coverage, product innovation and AI-powered technology platform, we believe that we have been able to consistently increase client satisfaction and execution on our value-based pricing strategy. Individual contract values vary based on the number of countries and modules desired, such as the number of eCommerce or omnichannel reads that the client elects to purchase at the time of initial contracting or thereafter during the contract term.

Previous wording

The “Company,” “NIQ,” “we,” “us,” and “our” means, prior to the Reorganization, Dutch Holdings and its consolidated subsidiaries and, after the Reorganization, NIQ Global Intelligence plc and its consolidated subsidiaries. See Note 1. "Organization and Basis of Presentation" and Note 17. "Subsequent Events" in the notes to the unaudited condensed consolidated financial statements for additional information.

Current wording

The “Company,” “NIQ,” “we,” “us,” and “our” means, prior to the Reorganization, Dutch Holdings and its consolidated subsidiaries and, after the Reorganization, NIQ Global Intelligence plc and its consolidated subsidiaries. See Note 1. “Organization” in the notes to the unaudited condensed consolidated financial statements for additional information.

Previous wording

On July 24, 2025, we completed our IPO, in which we issued and sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. We received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The aggregate net proceeds were used to repay the outstanding borrowings under the Revolver of approximately $533.4 million million. See Note 1. "Organization and Basis of Presentation" and Note 17. "Subsequent Events" in the notes to the unaudited condensed consolidated financial statements for additional information.

Current wording

On July 24, 2025, we completed our IPO, in which we issued and sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. We received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The aggregate net proceeds were used to repay a portion of the Company’s outstanding borrowings. See Note 1. “Organization” and Note 8. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.

Previous wording

On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. See Note 17. "Subsequent Events" in the notes to the unaudited condensed consolidated financial statements for additional information.

Current wording

On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. See Note 8. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.

Previous wording

On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. We accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in Gastrograph’s developed technology, which includes applications, models and the underlying database. We believe the Gastrograph Acquisition further strengthens our AI capabilities and competitive differentiation to provide consumer packaged goods companies with the The Full View.

Current wording

On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. We accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in Gastrograph’s developed technology, which includes applications, models and the underlying database. We believe the Gastrograph Acquisition further strengthens our AI capabilities and competitive differentiation to provide consumer packaged goods companies with The Full View TM.

Previous wording

On July 10, 2025, the we entered into a definitive agreement to acquire 100% of the share capital of M-Trix, a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $61.4 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $27.1 million USD) was paid upon the closing.

Current wording

On July 10, 2025, we entered into a definitive agreement to acquire 100% of the share capital of M-Trix, a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $54.6 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $27.1 million USD) was paid upon the closing.

Previous wording

In connection with the acquisition of M-Trix, we entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby the Company received BRL150.0 million (equivalent to approximately $27.1 million USD) to finance the transaction. The BRL Loan is subject to interest at the CDI rate plus a spread of 100 basis points. We intend to settle the BRL Loan in the third quarter of 2025.

Current wording

In connection with the acquisition of M-Trix, we entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $27.1 million USD) to finance the transaction. The BRL Loan is subject to interest at the CDI rate plus a spread of 280 basis points. We settled the BRL Loan, including the accrued interest, during the third quarter of 2025.

Previous wording

We believe the acquisition will expand the Company’s presence in Latin America and allow for enhancements to the Company’s existing offerings. The acquisition is expected to be accounted for as a business combination.

Current wording

We believe the acquisition will expand our presence in Latin America and allow for enhancements to our existing offerings. The acquisition was accounted for as a business combination using the acquisition method. See Note 3. “Acquisitions” in the notes to the unaudited condensed consolidated financial statements for additional information.

Previous wording

This summary condensed consolidated financial data (as reported) provides highlights from the results of operations that follows.

Current wording

This summary unaudited condensed consolidated financial data (as reported) provides highlights from the results of operations that follows.

Previous wording

•Deconsolidation of Russian Entities. We have undertaken measures designed to limit the provision of services or support to Russian subsidiaries and the receiving or sending of any financial or other information to or from our Russian subsidiaries. Also, we have taken measures to stop the collection or sending of funds to or from Russia. While we continue to hold shares in our operational Russian subsidiaries, these entities are locally managed and act autonomously and are overseen solely by management within Russia without day-to-day or other supervision by us. We also do not have any non-Russian directors at the Russian subsidiary level and have ceased to exert any control over such operations or receive any financial or other benefit therefrom. We also do not have any non-Russian directors at the Russian subsidiary level and have ceased to exert any control over such operations or receive any financial or other benefit therefrom.

Current wording

•Deconsolidation of Russian Entities. We have undertaken measures designed to limit the provision of services or support to Russian subsidiaries and the receiving or sending of any financial or other information to or from our Russian subsidiaries. Also, we have taken measures to stop the collection or sending of funds to or from Russia. While we continue to hold shares in our operational Russian subsidiaries, these entities are locally managed and act autonomously and are overseen solely by management within Russia without day-to-day or other supervision by us. We also do not have any non-Russian directors at the Russian subsidiaries level and have ceased to exert any control over such operations or receive any financial or other benefit therefrom.

Previous wording

•Debt Refinancing. On January 24, 2025, the Credit Agreement was amended to reduce the interest rate spreads on the USD Term Loan and EUR Term Loan to 350 basis points. We expect that this repricing will generate approximately $62.0 million of annual interest expense savings.

Current wording

•Debt Refinancing. On January 24, 2025, the Credit Agreement was amended to reduce the interest rate spreads on the USD Term Loan and EUR Term Loan to 350 basis points. We expect that this repricing will generate approximately $62.0 million of annual interest expense savings. Additionally, on July 11, 2025, the Credit Agreement was further amended to reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points. Subsequently, on August 12, 2025, the Credit Agreement was amended to (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points, and (c) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points. We expect that these combined amendments will generate approximately $100.0 million of annual interest expense savings.

Previous wording

•Gastrograph Acquisition. On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in Gastrograph’s developed technology, which includes applications, models and the underlying database. The Company believes the Gastrograph Acquisition further strengthens NIQ’s AI capabilities and competitive differentiation to provide consumer packaged goods companies with the The Full View.

Current wording

•Gastrograph Acquisition. On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. We accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in Gastrograph’s developed technology, which includes applications, models and the underlying database. We believe the Gastrograph Acquisition further strengthens NIQ’s AI capabilities and competitive differentiation to provide consumer packaged goods companies with The Full View TM.

Previous wording

Outside of the factors described above, the Factors Affecting Results of Operations have remained materially unchanged from those events disclosed as of March 31, 2025 in our Prospectus.

Current wording

Outside of the factors described above, the Factors Affecting Results of Operations have remained materially unchanged from those events disclosed as of June 30, 2025 in the unaudited condensed consolidated financial statements.

Previous wording

Annualized Revenue is defined as average annualized monthly contract value revenue over the trailing twelve months. Newly acquired client revenue is calculated by (i) annualizing the first month with positive contract value, then (ii) annualizing the monthly average contract value between the second month and eleventh month with positive contract value, and then (iii) annualizing the average contract value across the trailing twelve months. Subscription Revenue and related metrics reported for the six months ended June 30, 2025, and June 30, 2024 includes the annualized revenue. Annualized Revenue is not a forecast and the active contracts at the end of a reporting period used in calculating Annualized Revenue may or may not be extended or renewed by our customers.

Current wording

Annualized Revenue is defined as average annualized monthly contract value revenue over the trailing twelve months. Newly acquired client revenue is calculated by (i) annualizing the first month with positive contract value, then (ii) annualizing the monthly average contract value between the second month and eleventh month with positive contract value, and then (iii) annualizing the average contract value across the trailing twelve months. Subscription Revenue and related metrics reported for the nine months ended September 30, 2025 and September 30, 2024 includes the annualized revenue. Annualized Revenue is not a forecast and the active contracts at the end of a reporting period used in calculating Annualized Revenue may or may not be extended or renewed by our clients.

Previous wording

Foreign currency exchange gain (loss), net primarily relates to debt obligations denominated in a currency other than an entity’s functional currency as well as the impact of foreign exchange hedges.

Current wording

Foreign currency exchange (loss) gain, net primarily relates to debt obligations denominated in a currency other than an entity’s functional currency as well as the impact of foreign exchange hedges.

Previous wording

Nonoperating income (expense), net primarily includes costs associated with loss on deconsolidation of our Russian subsidiary, write-off of unamortized debt discount and debt issuance costs, our factoring program, components of net periodic pension (cost) benefit other than service cost and gains due to remeasuring our prior equity interest held before certain acquisitions.

Current wording

Nonoperating expense, net primarily includes costs associated with remeasurement of warrant to fair value prior to equity reclassification, gain or loss on deconsolidation of our Russian subsidiaries, write-off of unamortized debt discount and debt issuance costs, our factoring program, components of net periodic pension benefit other than service cost, income from transition services agreement and settlement of tax indemnification.

Previous wording

Income tax expense includes U.S. federal, U.S. state and non-U.S. income tax and withholding tax expense. We provide for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the condensed consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.

Current wording

Income tax expense includes U.S. federal, U.S. state and non-U.S. income tax and withholding tax expense. We provide for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the unaudited condensed consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.

Previous wording

Cost of revenues increased $15.2 million, or 3.5%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase was due primarily to inflationary costs.

Current wording

Cost of revenues increased $27.5 million, or 6.3%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was due primarily to inflationary costs and increased personnel costs.

Previous wording

Depreciation and amortization increased $11.1 million, or 7.8%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. $10.3 million of the increase relates to the increase in amortization for internally developed software and other intangibles for the same periods.

Current wording

Depreciation and amortization increased $12.5 million, or 8.1%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. $11.5 million of the increase relates to the increase in amortization for internally developed software and other intangibles for the same periods.

Previous wording

Impairment of long-lived assets decreased $26.9 million, or 98.5%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. This decrease is driven by the impairment of long-term assets associated with the deconsolidation of our Russian subsidiaries for the three months ended June 30, 2024.

Current wording

Impairment of long-lived assets decreased $1.1 million, or 100.0%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This decrease is driven by the impairment of long-term assets associated with the deconsolidation of our Russian subsidiaries during the three months ended September 30, 2024.

Previous wording

Restructuring charges decreased $15.4 million, or 75.5%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease in restructuring charges was driven by $10.9 million of lower severance costs associated with GfK Integration, as well as a $4.5 million reduction in severance costs associated with our CEP. See Note 11. "Restructuring Activities" in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

Restructuring, net decreased $9.7 million, or 71.3%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease in restructuring charges was driven by $9.7 million of lower severance costs associated with GfK Integration. See Note 12. “Restructuring Activities” in the notes to unaudited condensed consolidated financial statements for additional information.

Previous wording

Other operating income, net decreased $1.3 million, or 19.1%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease is primarily attributable to a decrease in charges to equity method investments.

Current wording

Other operating income, net decreased $1.3 million, or 19.7%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease is primarily attributable to a decrease in charges to equity method investments.

Previous wording

Interest expense, net decreased $11.8 million, or 11.0%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was primarily driven by the 2025 debt refinancing during the three months ended March 31, 2025. As a result of the refinancing, there was a decrease of $41.3 million in interest expense related to these loans for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. See Note 7. "Debt" in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

Interest expense, net decreased $23.2 million, or 22.9%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily driven by the 2025 debt refinancings. As a result of the refinancing, there was a decrease of $21.8 million in interest expense related to these loans for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. See Note 8. “Debt” in the notes to unaudited condensed consolidated financial statements for additional information.

Previous wording

Nonoperating income (expense), net increased $33.1 million, or 142.7%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. This was primarily driven by a $28.1 million write-off of payables related to the deconsolidation of our Russian subsidiaries.

Current wording

Nonoperating expense, net decreased $60.4 million, or 66.2%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This was driven by lower write-offs of payables (related to the deconsolidation of our Russian subsidiaries during the three months ended September 30, 2024), a decrease in the remeasurement of warrant to fair value and write-off of debt discount and unamortized debt issuance costs between years.

Previous wording

Income tax expense from continuing operations decreased $5.9 million, a change of 19.9% for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. For the three months ended June 30, 2025 and 2024, the effective tax rate was 206% and (19)%, respectively. The change in our effective tax rate for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024 was primarily driven by an increase in the pre-tax book income and changes in jurisdictional earnings.

Current wording

Income tax expense from continuing operations increased $14.5 million, a change of 73.6% for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, the effective tax rate was 21% and 10%, respectively. The increase in our effective tax rate for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 was primarily driven by an increase in the pre-tax book income and changes in jurisdictional earnings.

Previous wording

We had no income from discontinued operations for the three months ended June 30, 2025, compared to a loss of $0.3 million for the three months ended June 30, 2024. The increase relates to the GfK European Consumer Panel Business that was divested in the required GfK European Consumer Panel Services Divestiture See Note 3. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

We had no income from discontinued operations for the three months ended September 30, 2025, compared to income of $3.3 million for the three months ended September 30, 2024. The decrease relates to the GfK European Consumer Panel Business that was divested during the three months ended September 30, 2024. See Note 4. “Discontinued Operations and Disposals” in the notes to unaudited condensed consolidated financial statements for additional information.

Previous wording

For the six months ended June 30, 2025 and 2024, our results of operations were as follows:

Current wording

For the nine months ended September 30, 2025 and 2024, our results of operations were as follows:

Previous wording

Revenues increased $55.0 million, or 5.6%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Americas revenue increased by $10.6 million for the three months ended June 30, 2025 driven by higher incremental Intelligence revenue of $12.8 million, representing an increase of 4.2% due to expansion in core services and cross-selling new capabilities, and by a decrease in incremental Activation revenue of $2.2 million, representing a decrease of 2.5% driven by lower volumes. EMEA revenue increased by $40.4 million for the three months ended June 30, 2025 driven by higher incremental Intelligence revenue of $39.0 million representing an increase of 10.8% driven by strong renewals and growth in emerging markets, new verticals and value based pricing, slightly offset by the deconsolidation of our Russia subsidiaries and sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination). In addition, APAC revenue increased by $4.0 million for the three months ended June 30, 2025 driven by higher incremental Intelligence revenue of $3.5 million, representing an increase of 2.8%, and higher incremental Activation revenue of $0.5 million representing an increase of 1.1% driven by stronger demand for services.

Current wording

Revenues increased $129.5 million, or 4.4%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Americas revenue increased by $44.8 million for the nine months ended September 30, 2025 driven by higher incremental Intelligence revenue of $38.8 million, representing an increase of 4.3% due tostrong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, and by an increase in incremental Activation revenue of $6.0 million, representing an increase of 2.5% driven by higher project demand and volumes. EMEA revenue increased by $75.7 million for the nine months ended September 30, 2025 driven by higher incremental Intelligence revenue of $74.0 million representing an increase of 6.7% driven by strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, slightly offset by the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) and the deconsolidation of our Russia subsidiaries. In addition, APAC revenue increased by $9.0 million for the nine months ended September 30, 2025 driven by higher incremental Intelligence revenue of $7.7 million, representing an increase of 2.0%, and higher incremental Activation revenue of $1.4 million representing an increase of 1.1% driven by stronger demand for services.

Previous wording

Depreciation and amortization increased $9.1 million, or 3.1%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. $7.6 million of the increase relates to the increase in amortization for purchased software and other intangibles for the same periods.

Current wording

Depreciation and amortization increased $21.6 million, or 4.8%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. $21.5 million of the increase relates to the increase in amortization for internally developed software and other intangibles for the same periods.

Previous wording

Impairment of long-lived assets decreased $26.2 million, or 96.0%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. This decrease is driven by the impairment of long-term assets associated with the the deconsolidation of our Russian subsidiaries for the six months ended June 30, 2024.

Current wording

Impairment of long-lived assets decreased $27.3 million, or 96.1%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This decrease is driven by the impairment of long-term assets associated with the deconsolidation of our Russian subsidiaries during the nine months ended September 30, 2024.

Previous wording

Restructuring charges decreased $10.9 million, or 96.5%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease in restructuring charges was driven by $8.8 million of lower severance costs associated with GfK Integration, as well as a $2.1 million reduction in severance costs associated with our CEP. See Note 11. "Restructuring Activities" in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

Restructuring, net decreased $25.1 million, or 73.8%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease in restructuring charges was driven by $20.6 million of lower severance costs associated with GfK Integration, as well as an $4.6 million reduction in severance costs associated with our CEP. See Note 12. “Restructuring Activities” in the notes to unaudited condensed consolidated financial statements for additional information.

Previous wording

Other operating income, net decreased $2.5 million, or 17.7%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease is primarily attributable to a decrease in charges to equity method investments.

Current wording

Other operating income, net decreased $3.8 million, or 18.4%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease is primarily attributable to a decrease in charges to equity method investments.

Previous wording

Interest expense, net decreased $35.2 million, or 16.5%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease was primarily driven by the 2025 debt refinancing during the six months ended June 30, 2025. As a result of the refinancing, there was a decrease of $70.1 million in interest expense related to these loans. See Note 7. "Debt" in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

Interest expense, net decreased $58.4 million, or 18.5%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily driven by the 2025 debt refinancings. As a result of the refinancing, there was a decrease of $56.8 million in interest expense related to these loans. See Note 8. “Debt” in the notes to unaudited condensed consolidated financial statements for additional information.

Previous wording

Foreign currency exchange gain (loss), net increased to a net gain of $57.4 million for the three months ended June 30, 2025. The increase was primarily driven by higher foreign currency gains of $56.0 million related to debt obligations denominated in a currency other than an entity’s functional currency.

Current wording

Foreign currency exchange gain (loss), net increased by $73.4 million, to a net gain of $70.5 million, for the nine months ended September 30, 2025. The increase was primarily driven by higher foreign currency gains of $74.9 million related to debt obligations denominated in a currency other than the entity’s functional currency.

Previous wording

Income tax expense from continuing operations decreased $13.6 million, a change of 22.4% for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. For the six months ended June 30, 2025 and 2024, the effective tax rate was (128)% and (20)%, respectively. The change in our effective tax rate for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024 was primarily driven by a reduction in the pre-tax book loss and changes in jurisdictional earnings.

Current wording

Income tax expense from continuing operations increased $0.9 million, a change of 1.1% for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, the effective tax rate was 35% and 15%, respectively. The increase in our effective tax rate for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 was primarily driven by a reduction in the pre-tax book loss and changes in jurisdictional earnings.

Previous wording

We had no income from discontinued operations for the six months ended June 30, 2025, compared to income of $9.2 million for the six months ended June 30, 2024. This income relates to the GfK European Consumer Panel Business that was divested in the required GfK European Consumer Panel Services Divestiture which resulted in a $9.4 million gain recognized in connection with completing the sale during the six months ended June 30, 2024. See Note 3. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

We had no income from discontinued operations for the nine months ended September 30, 2025, compared to income of $12.5 million for the nine months ended September 30, 2024. This income relates to the GfK European Consumer Panel Business that was divested in the required GfK European Consumer Panel Services Divestiture which resulted in a $12.4 million gain recognized in connection with completing the sale during the nine months ended September 30, 2024. See Note 4. “Discontinued Operations and Disposals” in the notes to unaudited condensed consolidated financial statements for additional information.

Previous wording

The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the three and six months ended June 30, 2025 and June 30, 2024. We evaluate segment operating performance using segment revenues and segment Adjusted EBITDA. See Note 13. "Reportable Segments" in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the three and nine months ended September 30, 2025 and 2024. We evaluate segment operating performance using segment revenues and segment Adjusted EBITDA. See Note 15. “Reportable Segments” in the notes to unaudited condensed consolidated financial statements for additional information.

Previous wording

Americas’ segment Adjusted EBITDA increased by $3.1 million, or 2.8% for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The change is primarily attributable to the increase in segment revenues for the three months ended June 30, 2025. Segment costs, which primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, remained flat for the period.

Current wording

Americas’ segment Adjusted EBITDA increased by $7.0 million, or 6.4% for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Segment Adjusted EBITDA Margin increased by 0.3% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The change is primarily attributable to the increase in segment revenues for the three months ended September 30, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, increased for the period.

Previous wording

Americas’ segment Adjusted EBITDA increased by $31.8 million, or 16.3%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The change is primarily attributable to an increase in segment revenues and a reduction in other segment costs for the six months ended June 30, 2025. Other segment costs primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.

Current wording

Americas’ segment Adjusted EBITDA increased by $38.8 million, or 12.8%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Segment Adjusted EBITDA Margin increased by 2.3% for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The change is primarily attributable to an increase in segment revenues for the nine months ended September 30, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, remained flat for the period.

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Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

•Acquisition of M-Trix. On July 10, 2025, we entered into a definitive agreement to acquire 100% of the share capital of M-Trix, a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $54.6 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $27.1 million USD) was paid upon the closing.

Current report — wording carried from elsewhere

Foreign currency exchange gain (loss), net

Current report — wording carried from elsewhere

On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Income tax expense from continuing operations

Previous report — wording carried elsewhere

Foreign currency exchange gain (loss), net increased to a net gain of $89.4 million, or 734.0%, for the six months ended June 30, 2025. The increase was primarily driven by higher foreign currency gains of $92.9 million related to debt obligations denominated in a currency other than an entity’s functional currency.