NIQ Global Intelligence plc
For the period ended Mar 31, 2026. Filed May 14, 2026.
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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.
Mar 31, 2026 · Filed May 14, 2026
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2026, the end of the period covered by this Quarterly Report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2026 as a result of the material weakness in internal control over financial reporting described below.
Previously Reported Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
During the fourth quarter of 2025, we concluded that effective information technology (IT) general controls specifically related to user access controls for the general ledger system were not adequately maintained. Certain controls over provisioning and deprovisioning of users and periodic user access reviews were not designed or operating effectively. The user access controls were not performed with sufficient precision or oversight to ensure proper segregation of duties and appropriate restriction of user and privileged access. In addition, we did not design controls to independently review and monitor user access and approval limits for certain bank accounts to ensure access rights were appropriate and aligned with Company policies. These control deficiencies could have resulted in a material misstatement of our accounts or disclosures that would not be prevented or detected on a timely basis, and accordingly, we determined that these control deficiencies constitute material weaknesses in internal control over financial reporting as of December 31, 2025.
Remediation Plan for Material Weaknesses
We have designed and implemented certain enhancements to our internal control over financial reporting in response to previously reported material weaknesses. These enhancements have materially affected or are reasonably likely to materially affect our internal control over financial reporting, consistent with the disclosure requirements of Item(c) of Regulation S-K.
Remediation efforts include strengthened controls over user access provisioning, deprovisioning and review processes through formalized approvals, periodic access certifications and enhanced monitoring. We also continue to centralize and enhance controls over bank account access.
While we believe these efforts will improve internal controls and address the underlying causes, the material weaknesses will not be considered remediated until the enhanced controls have operated effectively for a sufficient period of time, and we have concluded, through testing, that they are operating effectively. We cannot provide assurance that the measures implemented to date, or those still being implemented, will be sufficient to remediate the material weaknesses on a timely basis or to prevent future material weaknesses in internal control over financial reporting. In addition, existing or new controls may become inadequate due to changes in business conditions.
Changes in Internal Control over Financial Reporting
Except for the remediation efforts discussed above, there were no changes to our internal control over financial reporting during the quarter ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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