NIQ Global Intelligence plc

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto. In addition to historical consolidated financial information, this Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements generally can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. For example, all statements we make relating to growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies and the expected outcome or impact of pending or threatened legal, regulatory or tax are forward-looking statements.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto. In addition to historical consolidated financial information, this Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on management’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements generally can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. For example, all statements we make relating to growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies and the expected outcome or impact of pending or threatened legal, regulatory or tax proceedings are forward-looking statements.

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, 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.

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 81% of our revenue for both the three and six months ended June 30, 2026. Our Intelligence subscription revenue for the six months ended June 30, 2026 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

In February 2026, we approved an incremental cost realignment program (the “2026 Program”) intended to further streamline the organization and drive operational efficiency. The 2026 Program is designed to generate additional annualized cost savings of approximately $70 million to $80 million by the end of fiscal year 2026. The 2026 Program is intended to further reduce costs primarily within selling, general and administrative expenses. We expect to incur total pre-tax restructuring charges of approximately $65 million to $75 million, the substantial majority of which would result in cash expenditures. We expect that execution of the 2026 Program will occur primarily in the first half of 2026, subject to local laws and consultation requirements.

Current wording

In February 2026, we approved an incremental cost realignment program (the “2026 Program”) intended to further streamline the organization and drive operational efficiency. The 2026 Program is designed to generate additional annualized cost savings of approximately $70 million to $80 million by the end of fiscal year 2026. The 2026 Program is intended to further reduce costs primarily within selling, general and administrative expenses. We expect to incur total pre-tax restructuring charges of approximately $65 million to $75 million, the substantial majority of which would result in cash expenditures. We completed substantially all of the planned actions under the 2026 Program during the first half of 2026.

Previous wording

Beginning in 2026, the South Asia region formerly included in the APAC reportable segment is now managed as part of the EMEA reportable segment. Additionally, Global Services & Other revenues and expenses formerly included in the EMEA reportable segment is now managed as part of the respective reportable segment based on geography of service. Segment results have been adjusted retrospectively to reflect these changes.

Current wording

Beginning in 2026, the South Asia region formerly included in the APAC reportable segment is now managed as part of the EMEA reportable segment. Additionally, Global Services & Other revenues and expenses formerly included in the EMEA reportable segment are now managed as part of the respective reportable segment based on geography of service. Segment results have been adjusted retrospectively to reflect these changes.

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 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.

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 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 the July and August 2025 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

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.

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 six months ended June 30, 2026 and 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 4. “Revenue” of our notes to the unaudited condensed consolidated financial statements.)

Current wording

Cost of revenues (excluding depreciation and amortization) 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 notes to the unaudited condensed consolidated financial statements.)

Previous 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.

Current wording

Nonoperating (expense) income, 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

Revenues increased $106.8 million, or 11.1%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, reflecting solid growth across the Americas and EMEA regions, partially offset by softer performance in APAC. Growth in the quarter was driven primarily by expansion across the existing client base and increased service delivery, with pricing strategy providing meaningful contribution. Intelligence performance benefited from broader coverage, increased service driven by enhanced granularity across offerings, while Activation growth was supported by expansion across solutions, higher volumes and scope of services delivered.

Current wording

Revenues increased $83.4 million, or 8.0%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily reflecting growth in the Americas and EMEA regions, driven by expansion across the existing client base, increased service delivery and pricing strategy initiatives. Intelligence revenues benefited from broader coverage and increased service driven by enhanced granularity across offerings, while Activation revenues increased due to expansion across solutions, higher volumes and a broader scope of services delivered.

Previous wording

Cost of revenues increased $44.2 million, or 10.3%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily driven by expanded retail data engagements centered around investments into expanded coverage, granularity and panel expansion, as well as increased variable spend directly tied to increased revenue volume.

Current wording

Cost of revenues increased $50.8 million, or 11.3%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily driven by expanded retail data engagements centered around investments into expanded coverage, granularity and panel expansion, as well as increased variable spend directly tied to increased revenue volume.

Previous wording

Other operating income, net increased $0.7 million, or 11.5%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase is primarily attributable to sublease income from our leasing arrangements.

Current wording

Depreciation and amortization increased $0.7 million, or 0.5%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily attributable to routine changes in the underlying asset base.

Previous wording

Interest expense, net decreased $25.0 million, or 29.9%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was primarily driven by 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 Note 7. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.

Current wording

Interest expense, net decreased $40.1 million, or 42.1%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease was primarily driven by 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 Note 8. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.

Previous 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.

Current wording

Income tax expense increased by $13.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. For the three months ended June 30, 2026 and 2025, the effective tax rate was 404% and 103%, respectively. The increase in our effective tax rate was primarily driven by changes in jurisdictional earnings offset by current year benefit in uncertain tax positions.

Previous 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.

Current wording

Impairment of long-lived assets decreased $0.8 million, or 72.7%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. This decrease is driven by the impairment of operating lease right-of-use assets during the six months ended June 30, 2025 which did not recur in the current period.

Previous wording

Restructuring, net increased $60.3 million, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase in restructuring charges was driven by (i) the 2026 Program costs which include employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications as a result of Ms. Tracey Massey’s resignation from her position as Chief Operating Officer. See Note 11. “Restructuring Activities” in the notes to unaudited condensed consolidated financial statements for additional information.

Current wording

Restructuring, net increased $68.6 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily driven by (i) charges associated with the 2026 Program, including employee separation costs and investments to further streamline the organization through accelerated technology initiatives intended to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications as a result of Ms. Tracey Massey’s resignation from her position as Chief Operating Officer. Increases were partially offset by reversals related to prior restructuring programs. See Note 12. “Restructuring Activities” in the notes to the 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 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.

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 six months ended June 30, 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 14. “Reportable Segments” in the notes to the unaudited condensed consolidated financial statements for additional information.

Previous wording

Americas’ segment revenues increased by $51.6 million, or 13.6%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven primarily by strong retention, expansion revenue and increased service across the existing client base. Segment Intelligence revenue increased by $36.4 million due to strong retention complemented by value-based pricing, increased service driven by expanded coverage and granularity across product offerings. Segment Activation revenue increased by $15.2 million driven by expansion revenue, higher project demand and volume increases.

Current wording

Americas segment revenues increased by $49.1 million, or 12.1%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily driven by strong retention and growth within our existing client base, inclusive of expanded service offerings and higher customer demand. Segment Intelligence revenue increased by $34.5 million due to strong retention complemented by value-based pricing, supplemented by panel and e-Commerce expansion revenue and increased service driven by expanded coverage and granularity across product offerings. Segment Activation revenue increased by $14.6 million driven by higher project demand, volume increases and contributions from the M-trix acquisition.

Previous 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.

Current wording

Americas segment Adjusted EBITDA increased by $13.6 million, or 10.5% for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Segment Adjusted EBITDA Margin decreased by 0.4% for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase in segment Adjusted EBITDA was primarily attributable to the increase in segment revenues discussed above, partially offset by higher segment costs, which primarily include spend from personnel costs to support the revenue growth, expanded retail data engagements and variable spend tied to increased revenue volume.

Previous wording

EMEA segment revenues increased by $56.8 million, or 13.2%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven by a combination value-based pricing and expansion of services across the existing client base. Segment Intelligence revenue increased $51.3 million, primarily reflecting the impact of value-based pricing, supplemented by expansion revenue and increased service driven by broader coverage and granularity. Segment Activation revenue increased $5.5 million driven by higher project demand and volume increases.

Current wording

EMEA segment revenues increased by $87.7 million, or 9.7%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was driven by a combination of value-based pricing and expansion of services across the existing client base. Segment Intelligence revenue increased $81.1 million, primarily reflecting the impact of value-based pricing, supplemented by expansion revenue and increased service driven by broader coverage and granularity. Segment Activation revenue increased $6.5 million, primarily due to higher project demand and volume increases.

Previous wording

EMEA segment Adjusted EBITDA increased by $30.0 million, or 24.0%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin increased by 2.7% 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, partially offset by increased segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.

Current wording

APAC segment Adjusted EBITDA increased by $2.7 million, or 9.2% for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. Segment Adjusted EBITDA Margin increased by 1.2% for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The change was primarily attributable to the increase in segment revenues as discussed above, partially offset by increased segment costs for the three months ended June 30, 2026, which primarily include data acquisition and personnel-related costs.

Previous 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.

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 (Decline) 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” above and Note 14. “Reportable Segments” in the notes to the unaudited condensed consolidated financial statements for additional information regarding 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, 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.

Current wording

Our financial statements are prepared and presented in accordance with U.S. GAAP. These non-GAAP financial measures are not prepared 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 (used in) 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 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:

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, acquisitions 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

Adjusted EBITDA increased $36.1 million, or 19.1%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Adjusted EBITDA Margin increased 1.5% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily driven by strong organic constant currency revenue growth as well as savings related to the Cost Efficiency Program.

Current wording

Adjusted EBITDA increased $47.0 million, or 21.9%, for the three months ended June 30, 2026 and $83.1 million, or 20.6%, for the six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, respectively. Adjusted EBITDA Margin increased 2.7% and 2.1% for the three and six months ended June 30, 2026, respectively, as compared to the prior corresponding periods. The increases were primarily driven by strong organic constant currency revenue growth, together with savings realized under the Cost Efficiency Program.

Previous wording

(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.

Current wording

(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as further discussed in Note 12. “Restructuring Activities”, as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of nil and $9.5 million for the three and six months ended June 30, 2026, respectively, arising from award modifications resulting from Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.

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

(9)Other operating items, net primarily consists of gain/loss on sale of long-lived assets. 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

Free Cash Flow is defined as net cash provided by operating activities less cash paid for capital expenditures. Management believes Free Cash Flow, in conjunction with Cash from Operations, can be useful to investors as an indicator of liquidity since capital expenditures are a necessary component of ongoing operations. Management believes that capital expenditures are essential to our innovation and maintenance of our operational capabilities. The following tables show Free Cash Flow for the periods presented, and the reconciliation to its most comparable U.S. GAAP measure, net cash used in operating activities, for the periods presented.

Current wording

Free Cash Flow is defined as net cash provided by (used in) operating activities less cash paid for capital expenditures. Management believes Free Cash Flow, in conjunction with cash from operations, can be useful to investors as an indicator of liquidity since capital expenditures are a necessary component of ongoing operations. Management believes that capital expenditures are essential to our innovation and maintenance of our operational capabilities. The following tables show Free Cash Flow for the periods presented, and the reconciliation to its most comparable U.S. GAAP measure, net cash provided by (used in) operating activities, for the periods presented.

Previous 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.

Current wording

Free Cash Flow increased by $230.4 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025 due to higher cash generated from operations resulting from improved profitability as evidenced by a higher Adjusted EBITDA, increased revenue 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 Income (Loss) and Adjusted Net Income (Loss) Per Share are used by management and can be useful to investors as an indicator of our core business performance. Management uses these metrics to analyze business operations and to adjust net loss for items we believe do not accurately reflect our core business or that relate to non-cash expenses or noncontrolling interests.

Current wording

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share are used by management and can be useful to investors as an indicator of our core business performance. Management uses these metrics to analyze business operations and to adjust net loss attributable to NIQ for items we believe do not accurately reflect our core business or that relate to non-cash expenses or noncontrolling interests.

Previous wording

Adjusted Net Income (Loss) attributable to NIQ increased $47.9 million, or 1,064.4%, for the three months ended March 31, 2026 compared to the prior corresponding period. The increase is primarily attributable to revenue growth, along with interest expense savings driven by debt repayments in connection with the IPO and subsequent post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest cost savings.

Current wording

Adjusted Net Income (Loss) attributable to NIQ increased $80.3 million and $128.2 million for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025, respectively. The increases are primarily attributable to revenue growth, along with interest expense savings driven by debt repayments in connection with the IPO and subsequent post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest cost savings.

Previous wording

(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.

Current wording

(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as further discussed in Note 12. “Restructuring Activities”, as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.

Previous 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.

Current wording

(10)Other operating items, net primarily consists of gain/loss on sale of long-lived assets. 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

(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.

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 34% and 100% for the three months ended June 30, 2026, and June 30, 2025, respectively, and 39% and 104% for the six months ended June 30, 2026 and 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 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.

Current wording

Organic Constant Currency Revenue Growth (Decline) 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 into U.S. dollars using the comparable prior-period average exchange rates, by (b) our revenues for the prior comparable period. We believe Organic Constant Currency Revenue Growth (Decline) 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 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.

Current wording

The following tables present Organic Constant Currency Revenue Growth (Decline) for the three and six months ended June 30, 2026 and 2025. We present Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth (Decline) 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 (Decline) 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 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.

Current wording

Consolidated Organic Constant Currency Revenues for the three and six months ended June 30, 2026 grew by 5.8% and 5.5%, respectively, driven by strong renewal rates, value-based pricing, panel and e-Commerce expansion, new capabilities and solutions and increased service from broader coverage and granularity.

Previous 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.

Current wording

Americas Organic Constant Currency Revenues for the three and six months ended June 30, 2026 grew by 8.3% and 8.8%, respectively, driven by strong renewal rates, value-based pricing, expanded verticals, panel and e-Commerce expansion and cross selling new capabilities to existing clients.

Previous wording

EMEA Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 grew by 4.6% driven by price, cross selling new capabilities to existing clients and high growth markets.

Current wording

EMEA Organic Constant Currency Revenue Growth for the three and six months ended June 30, 2026 grew by 4.9% and 4.8%, respectively, driven by strong renewal rates, value-based pricing, panel and e-Commerce expansion and cross selling new capabilities to existing clients.

Previous wording

Our liquidity needs generally arise from fluctuations in our working capital requirements, acquisitions, debt service obligations and capital expenditures. As of March 31, 2026, we had $747.5 million in available borrowing capacity under the Revolver, which combined with available cash of $362.3 million, provided liquidity of $1,109.8 million.

Current wording

Our liquidity needs generally arise from fluctuations in our working capital requirements, acquisitions, debt service obligations, capital expenditures and strategic or operational efficiency initiatives. As of June 30, 2026, we had $747.5 million in available borrowing capacity under the Revolver, which combined with available cash of $416.6 million, provided liquidity of $1,164.1 million.

Previous wording

We expect to incur future expenditures on developing internally developed software. We capitalized $56.3 million and $54.4 million of internally developed software costs for the three months ended March 31, 2026 and 2025, respectively. We expect to fund future uses of cash with a combination of existing cash balances, cash generated from operating activities, borrowings under the Revolver or new issuances of debt. We believe we have available resources to meet both our short-term (12 months or less) and long-term liquidity requirements, including our debt services.

Current wording

We expect to incur future expenditures on developing internally developed software. We capitalized $61.2 million and $53.8 million of internally developed software costs for the three months ended June 30, 2026 and 2025, respectively, and $117.5 million and $108.2 million for the six months ended June 30, 2026 and 2025, respectively. We expect to fund future uses of cash with a combination of existing cash balances, cash generated from operating activities, borrowings under the Revolver or new issuances of debt. We believe we have available resources to meet both our short-term (12 months or less) and long-term liquidity requirements, including our debt services.