NIQ Global Intelligence plc

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 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.

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, Africa and South Asia; 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 82% of our revenue for the three months ended March 31, 2026. Our Intelligence subscription revenue for the three months ended March 31, 2026 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 104%. 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

On July 22, 2025, the Reorganization was completed, whereby NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including Dutch Holdings. All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc.

Current wording

On July 22, 2025, the Reorganization was completed, whereby NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including Intermediate Dutch Holdings B.V., a private company with limited liability organized under the laws of the Netherlands (“Dutch Holdings”). All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc.

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 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.

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 our outstanding borrowings. See Note 1. “Organization” and Note 7. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.

Previous wording

•Sale of Netquest. On December 17, 2024, we entered into an agreement to sell our ownership interest in Netquest, a provider of panels primarily located in Europe acquired through the GfK Combination. On February 3, 2025, we completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The proceeds were primarily used to repay outstanding borrowings on the Revolver. See Note 4. “Discontinued Operations and Disposals” in the notes to the unaudited condensed consolidated financial statements for additional information.

Current wording

•Sale of Netquest. On December 17, 2024, we entered into an agreement to sell our ownership interest in Netquest, a provider of panels primarily located in Europe acquired through the GfK Combination. On February 3, 2025, we completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The proceeds were primarily used to repay outstanding borrowings on the Revolver. See Note 3. “Disposals” in the notes to the unaudited condensed consolidated financial statements for additional information.

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. 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.

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 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 most recently 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 and (c) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. We expect that these combined amendments will generate approximately $100 million of annual interest expense savings. Since the third quarter of 2025, we have maintained certain ratio levels in the Credit Agreement which continue to allow a reduced interest rate spread of 225 and 275 basis points for the USD Term Loan and EUR Term Loan, respectively. We expect that these reductions will generate approximately $9 million of annual interest expense savings.

Previous 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.

Current wording

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

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 three months ended March 31, 2026 and March 31, 2025 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

Cost of revenues primarily include data acquisition costs, cloud costs, software and hardware maintenance costs and personnel related costs associated with these functions. Cost of revenues also includes cooperation arrangements, which are supply arrangements where we obtain data (i.e. point of sale data) from third-party vendors. These are typically annual multi-year contracts and fixed price in nature (as further described in Note 5. “Revenue” of our unaudited condensed consolidated financial statements.)

Current wording

Cost of revenues primarily include data acquisition costs, cloud costs, software and hardware maintenance costs and personnel related costs associated with these functions. Cost of revenues also includes cooperation arrangements, which are supply arrangements where we obtain data (i.e. point of sale data) from third-party vendors. These are typically annual multi-year contracts and fixed price in nature (as further described in Note 4. “Revenue” of our notes to the unaudited condensed consolidated financial statements.)

Previous 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.

Current wording

Foreign currency exchange 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 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.

Current wording

Nonoperating expense, net primarily includes costs associated with remeasurement of warrant to fair value prior to equity reclassification, write-off of unamortized debt discount and debt issuance costs, costs associated with 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

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.

Current wording

Selling, general and administrative expenses increased $24.4 million, or 6.6%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was due primarily to inflationary costs and increased personnel costs to support the growing business.

Previous 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.

Current wording

Depreciation and amortization increased $5.2 million, or 3.5%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to an increase in amortization for internally developed software for the same periods.

Previous 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.

Current wording

Impairment of long-lived assets decreased $0.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This decrease is driven by the impairment of operating lease right-of-use assets during the three months ended March 31, 2025.

Previous wording

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 wording

Foreign currency exchange gain, net decreased by $26.4 million to a net gain of $5.6 million for the three months ended March 31, 2026. The decrease was primarily driven by higher foreign currency losses related to the depreciation of the US Dollar against the Euro.

Previous 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.

Current wording

Nonoperating expense, net decreased $58.8 million, or 100.0%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was driven by the remeasurement of warrant to fair value and write-off of debt issuance costs that occurred during the three months ended March 31, 2025.

Previous 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.

Current wording

Income tax expense increased $2.3 million, a change of 9.9% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. For the three months ended March 31, 2026 and 2025, the effective tax rate was (41)% and (25)%, respectively. The increase in our effective tax rate for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 was primarily driven by an increase in pre-tax book income and changes in jurisdictional earnings.

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 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.

Current wording

The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the three months ended March 31, 2026 and 2025. Segment results have been adjusted retrospectively to reflect changes in the reportable segments. 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.

Previous 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.

Current wording

Americas’ segment Adjusted EBITDA increased by $14.3 million, or 13.2% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin decreased by 0.1% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The change was primarily attributable to the increase in segment revenues for the three months ended March 31, 2026, offset by increased segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.

Previous 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.

Current wording

APAC segment Adjusted EBITDA increased by $3.2 million, or 10.1% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin increased by 2.3% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily attributable to decreased segment costs for the three months ended March 31, 2026, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.

Previous wording

We present EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Net Loss, Adjusted Net Loss per Share, Organic Constant Currency Revenue, and Organic Constant Currency Revenue Growth in the tables below as supplemental measures of our operating performance and liquidity. We consider them to be important supplemental measures of our performance and liquidity and believe they are useful to securities analysts, investors and other interested parties in their evaluation of our operating performance and liquidity. These measures reflect the results from the primary operations of our business by excluding the effects of certain items that we do not consider indicative of our core operations and ongoing operating performance.

Current wording

We present EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, segment Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Share, Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth in the tables below and elsewhere in this Quarterly Report on Form 10-Q as supplemental measures of our operating performance and liquidity. We consider them to be important supplemental measures of our performance and liquidity and believe they are useful to securities analysts, investors and other interested parties in their evaluation of our operating performance and liquidity. These measures reflect the results from the primary operations of our business by excluding the effects of certain items that we do not consider indicative of our core operations and ongoing operating performance. See “Segment Results” and Note 13. “Reportable Segments” in the notes to unaudited condensed consolidated financial statements for more additional information on segment Adjusted EBITDA.

Previous wording

Our financial statements are prepared and presented in accordance with U.S. GAAP. These non-GAAP financial measures are not presentations made in accordance with U.S. GAAP and should not be considered as an alternative to net income or loss, income or loss from operations, or any other performance measure prepared and presented in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our unaudited condensed consolidated financial statements, which are prepared in accordance with U.S. GAAP.

Current wording

Our financial statements are prepared and presented in accordance with U.S. GAAP. These non-GAAP financial measures are not presentations made in accordance with U.S. GAAP and should not be considered as an alternative to net income or loss, income or loss from operations, earnings or loss per share or any other performance measure prepared and presented in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our unaudited condensed consolidated financial statements, which are prepared in accordance with U.S. GAAP.

Previous wording

EBITDA is defined as net loss attributable to NIQ excluding interest expense, net, income tax expense from continuing operations and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for Transformation Program costs, GfK integration costs, acquisition and transaction related costs, impairment of long-lived assets, foreign currency exchange (gain) loss, net, loss (gain) from discontinued operations, nonoperating items, net, share-based compensation expense and other operating items, net. Specifically, Adjusted EBITDA allows for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenue. The following table shows EBITDA and Adjusted EBITDA for the periods presented, and the reconciliation to their most comparable U.S. GAAP measure, Net Loss Attributable to NIQ, and Net Loss attributable to NIQ divided by Revenue, for the periods presented:

Current wording

EBITDA is defined as net loss attributable to NIQ excluding interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for restructuring and other non-cash compensation expense, Transformation Program costs, GfK integration costs, acquisition and transaction related costs, impairment of long-lived assets, foreign currency exchange gain, net, nonoperating items, net, share-based compensation expense and other operating items, net. Specifically, Adjusted EBITDA allows for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenue. The following table shows EBITDA and Adjusted EBITDA for the periods presented, and the reconciliation to their most comparable U.S. GAAP measure, net loss attributable to NIQ, and net loss attributable to NIQ divided by Revenue, for the periods presented:

Previous wording

(3)GfK integration costs represent employee separation costs, consulting fees and integration costs associated with the GfK Combination.

Current wording

(3)GfK integration costs include costs for consulting fees and integration associated with the GfK Combination as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.

Previous wording

(6)Foreign currency exchange loss (gain), net reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.

Current wording

(6)Foreign currency exchange gain, net primarily reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.

Previous wording

(7)Nonoperating items, net consists of adjustments primarily related to net period pension (cost) benefit, other than service cost, remeasurement of warrant to fair value, write-off of unamortized debt discount and debt issuance costs, deconsolidation of Russian subsidiaries, settlement of tax indemnification, factoring fees, and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.

Current wording

(7)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of warrant to fair value, write-off of unamortized debt discount and debt issuance costs, settlement of tax indemnification, factoring fees and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.

Previous wording

Free Cash Flow increased by $145.7 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 due to improved profitability as evidenced by a higher Adjusted EBITDA, lower transformation costs, and lower cash paid for interest from post-IPO refinancing. See the “Condensed Consolidated Statements of Cash Flows” in the unaudited condensed consolidated financial statements for additional information.

Current wording

Free Cash Flow increased by $93.1 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 due to improved profitability as evidenced by a higher Adjusted EBITDA and lower cash paid for interest as a result of the repayment of debt in connection with the IPO, as well as post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest expense savings. See the “Condensed Consolidated Statements of Cash Flows” in the unaudited condensed consolidated financial statements for additional information.

Previous wording

Adjusted Net Loss is defined as Net Loss Attributable to NIQ excluding special items deemed not to be reflective of ongoing or core operations. Adjusted Net Loss per Share is defined as Adjusted Net Loss divided by the Weighted Average Shares Outstanding.

Current wording

Adjusted Net Income (Loss) is defined as net loss attributable to NIQ excluding special items deemed not to be reflective of ongoing or core operations. Adjusted Net Income (Loss) per Share is defined as Adjusted Net Income (Loss) divided by the Weighted Average Shares Outstanding.

Previous wording

(2)Amortization of certain intangible assets consists of amortization costs of intangible assets which were recorded as part of purchase accounting. We exclude the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of amortizing intangible assets. Furthermore, the timing and magnitude of business combination transactions are not predictable, and the purchase price allocated to amortizable intangible assets is unique to each acquisition and can vary significantly from period to period and across companies. These costs are included in depreciation and amortization as part of the Condensed Consolidated Statements of Operations.

Current wording

(3)Amortization of certain intangible assets consists of amortization costs of intangible assets which were recorded as part of purchase accounting. We exclude the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of amortizing intangible assets. Furthermore, the timing and magnitude of business combination transactions are not predictable, and the purchase price allocated to amortizable intangible assets is unique to each acquisition and can vary significantly from period to period and across companies. These costs are included in depreciation and amortization as part of the Condensed Consolidated Statements of Operations.

Previous wording

(2)GfK integration costs represent employee separation costs, consulting fees and integration costs associated with the GfK Combination.

Current wording

(4)GfK integration costs include costs for consulting fees and integration associated with the GfK Combination as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.

Previous wording

(3)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.

Current wording

(5)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.

Previous wording

(4)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.

Current wording

(6)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.

Previous wording

(5)Foreign currency exchange loss (gain), net primarily reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.

Current wording

(7)Foreign currency exchange gain, net reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.

Previous wording

(7)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of the warrant to fair value, write-off of unamortized debt discount and debt issuance costs, deconsolidation of Russian subsidiaries, settlement of tax indemnification, and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.

Current wording

(8)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of the warrant to fair value, write-off of unamortized debt discount and debt issuance costs, settlement of tax indemnification, and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.

Previous wording

(8)Share-based compensation expense consists of non-cash expense.

Current wording

(9)Share-based compensation expense consists of non-cash expense.

Previous wording

(9)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.

Current wording

(10)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.

Previous wording

(10)Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 79.3% and (232.5)% for the three months ended September 30, 2025, and September 30, 2024, respectively, and 92.7% and (250.8)% for the nine months ended September 30, 2025, and September 30, 2024, respectively. Our statutory rate is evaluated annually.

Current wording

(11)Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 46% and 110% for the three months ended March 31, 2026, and March 31, 2025, respectively. Our statutory rate is evaluated annually.

Previous wording

Organic Constant Currency Revenue Growth is calculated by dividing (a) our Revenues for the applicable period after (i) excluding the impact of acquisitions and similar transactions until the one-year anniversary of such acquisition or similar transaction, (ii) excluding the impact from lost sales related to the Russia Deconsolidation, (iii) excluding the impact of divestitures and (iv) excluding the impact of foreign currency exchange rates by translating local currency results to U.S. dollars at current period exchange rates as compared to prior period exchange rates, by (b) our Revenues for the prior comparable period. We believe Organic Constant Currency Revenue Growth provides investors with useful supplemental information about our revenue growth to assist in understanding the growth attributable to our core business, excluding the impact of currency fluctuation given the significant variability in revenues that can be driven by foreign currency exchange rates.

Current wording

Organic Constant Currency Revenue Growth is calculated by dividing (a) our Revenues for the applicable period after (i) excluding the impact of acquisitions and similar transactions until the one-year anniversary of such acquisition or similar transaction, (ii) excluding the impact of divestitures and (iii) excluding the impact of foreign currency exchange rates by translating local currency results to U.S. dollars at current period exchange rates as compared to prior period exchange rates, by (b) our Revenues for the prior comparable period. We believe Organic Constant Currency Revenue Growth provides investors with useful supplemental information about our revenue growth to assist in understanding the growth attributable to our core business, excluding the impact of currency fluctuation given the significant variability in revenues that can be driven by foreign currency exchange rates.

Previous wording

The following tables present Organic Constant Currency Revenue Growth for the three and nine months ended September 30, 2025 and 2024. We present Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth as supplemental measures of our operating performance because they eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. Organic Constant Currency Revenue and Organic Constant Currency Growth should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

Current wording

The following tables present Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 and 2025. We present Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth as supplemental measures of our operating performance because they eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. Organic Constant Currency Revenue and Organic Constant Currency Growth should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

Previous wording

Consolidated Organic Constant Currency Revenues for the three and nine months ended September 30, 2025 grew by 5.8% and 5.7%, respectively, driven by strong renewal rates, higher pricing, new capabilities and solutions and new and higher growth markets.

Current wording

Consolidated Organic Constant Currency Revenues for the three months ended March 31, 2026 grew by 5.1% driven by strong renewal rates, higher pricing, new capabilities and solutions and new and higher growth markets.

Previous wording

Americas Organic Constant Currency Revenues for the three and nine months ended September 30, 2025 grew by 4.1% and 6.0%, respectively, due to strong renewal rates, expanded verticals and core services and cross selling new capabilities to existing clients.

Current wording

Americas Organic Constant Currency Revenues for the three months ended March 31, 2026 grew by 9.3% due to strong renewal rates, expanded verticals and core services and cross selling new capabilities to existing clients.