NIQ Global Intelligence plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, unless otherwise noted)

1. ORGANIZATION

Organization

NIQ is a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. NIQ manages a comprehensive and integrated ecosystem – The NIQ Ecosystem – which combines proprietary data, best-in-class technology, human intelligence and highly sophisticated software applications and analytics solutions. NIQ’s unified, artificial intelligence powered technology platform aggregates, harmonizes and enriches vast amounts of global consumer shopping data from a myriad of diverse sources, generates rich, proprietary reference data and metadata and provides a global, omnichannel view of consumer shopping behavior –The Full View TM.

NIQ was created when funds managed by Advent International, L.P. (formerly known as Advent International Corporation) (“Advent”) acquired certain subsidiaries of Nielsen Holdings plc (“Nielsen”) on March 5, 2021 (“the Advent Acquisition”). Intermediate Dutch Holdings B.V., a private company with limited liability organized under the laws of the Netherlands (“Dutch Holdings”), formed two subsidiaries: Indy US Holdco, LLC (“US Holdco”) and Indy Dutch Bidco B.V. Through its subsidiaries, Dutch Holdings acquired Nielsen Consumer Inc., TNC Europe B.V. and The Nielsen Company (Europe) S.àr.l (the “NIQ subsidiaries”) from Nielsen. As a result of the Advent Acquisition, Dutch Holdings became the beneficial owner of the NIQ subsidiaries. Dutch Holdings is an indirect subsidiary of AI PAVE Dutchco I B.V. (“AI PAVE”), and its consolidated subsidiaries, including US Holdco, and the Company’s other operating subsidiaries.

On January 21, 2025, AI Global Investments (Netherlands) PCC Limited acquired Flower Road Limited, an Irish private company with limited liability that was incorporated in Ireland on June 6, 2017 as a dormant company. On January 23, 2025, Flower Road Limited was renamed to NIQ Global Intelligence Limited. On June 12, 2025, NIQ Global Intelligence Limited was re-registered under the Irish Companies Act 2014 as a public limited company and was renamed NIQ Global Intelligence plc. On July 22, 2025, in connection with the initial public offering (“IPO”) as further discussed below, NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including AI PAVE Dutchco II B.V., AI PAVE Dutchco III B.V. (collectively, with AI PAVE, the “AI PAVE Entities”), and Dutch Holdings (the “Reorganization”). All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc. The number of ordinary shares authorized increased to 1,500,000,000 and the number of ordinary shares outstanding became 245,000,000.

The “Company” or “NIQ” means, prior to the Reorganization, Dutch Holdings and its consolidated subsidiaries and, after the Reorganization, NIQ Global Intelligence plc and its consolidated subsidiaries.

Initial Public Offering

On July 24, 2025, the Company completed its IPO, in which the Company sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. The Company received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by NIQ Global Intelligence plc. The aggregate net proceeds were used to repay a portion of the Company’s outstanding borrowings. See Note 8. “Debt” for further detail on the use of proceeds. In connection with the IPO, the Board of Directors also adopted the NIQ Global Intelligence plc 2025 Equity Incentive Plan. The Company recognized share-based compensation as a result of the accelerated and incremental vesting of certain share-based compensation awards under the 2021 Plan, as triggered by the IPO.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Intercompany transactions and balances have been eliminated. Noncontrolling interests are recorded for entities that are consolidated, but for which NIQ owns less than 100% of the equity interests.

Prior to the effects of the Reorganization and IPO, the historical financial statements presented the financial information of Dutch Holdings. Subsequent to the Reorganization and IPO as described above in Note 1. “Organization”, the accompanying financial statements have been recast to reflect the consolidated financial statements of NIQ Global Intelligence plc and its consolidated subsidiaries, including the Dutch Holdings and the AI PAVE Entities, as a transaction between entities under common control. The recast presentation is effective for the financial statements as of and for the earliest period presented. Prior to the Reorganization, NIQ Global Intelligence plc had no material assets and conducted no operations (other than activities incidental to its formation, the Reorganization and the IPO). Aside from the impact of the Warrant (as further described in our Annual Report on Form 10-K), the Company has assessed the impact to the condensed consolidated financial statements of NIQ Global Intelligence plc as a result of the Reorganization to be immaterial.

With the exception of the recast historical financial information noted above, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all normal and recurring adjustments that are, in the opinion of management, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods presented. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year or any other future annual or interim period.

The Company entered into an agreement to sell its ownership interest in Netquest, a consumer panel provider acquired through the GfK Combination, on December 17, 2024. On February 3, 2025, the Company completed the sale. See Note 4. “Disposals” for further information.

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and six months ended June 30, 2026.

The unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated annual financial statements and notes thereto as of and for the fiscal year ended December 31, 2025 included in our 2025 Annual Report on Form 10-K.

Recently Adopted and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2024. The Company adopted this ASU for the year ended December 31, 2025. See the audited consolidated annual financial statements and notes thereto as of and for the fiscal year ended December 31, 2025 included in our 2025 Annual Report on Form 10-K for the incremental tax disclosures required under this ASU.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its related disclosures.

Other recently issued accounting pronouncements are either not applicable or are not expected to have a material impact on the Company.

3. ACQUISITIONS

Acquisition of Gastrograph

On April 21, 2025, the Company completed the acquisition of certain assets and liabilities of Analytical Flavor Systems, Inc. (dba Gastrograph AI) (“Gastrograph”), a market-leading discovery and inquiry platform for sensory insights, for cash consideration of $12.5 million (the “Gastrograph Acquisition”), subject to certain working capital adjustments. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in Gastrograph’s developed technology, which includes applications, models and the underlying database. The Company used the cost accumulation model, whereby the majority of the total acquisition cost, inclusive of direct transaction costs, was allocated to the acquired asset developed technology, which is estimated to have a useful life ofthree years. The Company believes the Gastrograph Acquisition further strengthens NIQ’s artificial intelligence (“AI”) capabilities and competitive differentiation to provide consumer packaged goods companies with The Full View TM.

4. DISPOSALS

Deconsolidation of Russian Entities

The evolving regulatory environment in Russia, including economic sanctions from the United States, European Union and other governments as well as a series of local laws issued in Russia, impacted the Company’s operations in Russia. As a result, the Company experienced significantly reduced communication with operations in Russia, and the Russian operations disconnected from the Company’s central systems. Although the Company continues to be the record holder of the shares in subsidiaries that operate in Russia, these subsidiaries are overseen solely by management within Russia without day-to-day or other supervision by the Company. While those subsidiaries continue to operate independently in Russia, the Company does not have the power to direct the activities that most significantly impact the economic performance of the Russia operations. As a result, the Company determined that it no longer exercised control over these entities and deconsolidated its Russia businesses in the second and third quarters of 2024. During the three and six months ended June 30, 2025, a gain of $5.2 million was included in nonoperating (expense) income, net related to certain adjustments following the deconsolidation. No adjustment related to the deconsolidation was recognized during the three and six months ended June 30, 2026.

Sale of Netquest

On December 17, 2024, the Company entered into an agreement to sell its ownership interest in Netquest, a panel provider acquired through the GfK Combination. On February 3, 2025, the Company completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The Company received an additional €5.0 million (equivalent to approximately $5.9 million USD) in May 2025, related to the settlement of escrow. The Company recognized a $0.7 million loss during the three months ended June 30, 2025, related to certain closing adjustments, and a net gain from the sale of $4.9 million, after related transaction costs, during the six months ended June 30, 2025, which is recorded within selling, general and administrative expenses.

The sale of Netquest did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore did not meet the criteria to be classified as discontinued operations. The Netquest business was reported within the EMEA reportable segment prior to the sale.

5. REVENUE

NIQ provides data and analytical services through its Intelligence and Activation offerings to clients globally in various end markets within its reportable segments, which consist of Americas, EMEA and APAC. Segment results have been adjusted retrospectively as a result of the Company reorganizing its segments as further discussed in Note 14. “Reportable Segments”. NIQ’s revenue streams are characterized by multi-year contracts, high contract renewal rates and client diversity. No single client accounted for more than 5% of NIQ’s revenues for the three and six months ended June 30, 2026 and 2025.

The following table disaggregates revenue by reportable segment:

The following table disaggregates revenue by major product offerings and by timing of revenue recognition:

Revenues in the United States represented approximately 24% of total revenues for the three and six months ended June 30, 2026 and 2025. No other individual country’s revenues were greater than 10% of total revenues during these periods. Revenues in Ireland, the Company’s country of domicile, represented approximately 1% of total revenues for the three and six months ended June 30, 2026 and 2025.

At the inception of a contract, NIQ generally expects the period between when it transfers its data and services to its clients and when the client pays for such services will be one year or less.

Contract assets represent NIQ’s rights to consideration in exchange for services transferred to a client that have not been billed as of the reporting date. While the Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied, under certain circumstances the related billing occurs in arrears. At June 30, 2026 and December 31, 2025, $230.1 million and $133.9 million, respectively, of contract assets were recorded as a component of trade receivables, net in the unaudited condensed consolidated balance sheets.

Deferred revenues relate to advance consideration received or the right to consideration that is unconditional from clients for which revenue is recognized when the performance obligation is satisfied and control is transferred to the client. At December 31, 2025, $262.0 million of deferred revenues were recorded in the unaudited condensed consolidated balance sheets, of which substantially all was recognized as revenue during the six months ended June 30, 2026. At June 30, 2026, the balance of deferred revenues was $369.3 million.

Remaining performance obligations include both amounts recorded as deferred revenue on the balance sheet as of June 30, 2026 as well as amounts not yet invoiced to clients as of June 30, 2026, largely reflecting future revenue related to signed multi-year arrangements. The Company excludes from its calculation of remaining performance obligations those contracts with a term of less than 12 months or a termination for convenience clause.

As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $1.8 billion. The Company expects to recognize revenue related to these performance obligations as follows:

6. GOODWILL

The table below summarizes the changes in the carrying amount of goodwill by reportable segment during the periods presented:

(1) Represents the reassignment of goodwill as a result of the Company reorganizing its segments as further discussed in Note 14. “Reportable Segments”.

7. SUPPLEMENTAL BALANCE SHEET INFORMATION

The Company estimates credit losses over the life of its trade accounts receivable using a combination of historical loss data, current credit conditions, specific client circumstances and reasonable and supportable forecasts of future economic conditions. As of June 30, 2026 and December 31, 2025, the allowance for expected credit losses was $12.5 million and $11.2 million, respectively. The total amount recorded as selling, general and administrative expenses for credit losses was $0.3 million and $1.2 million for the three months ended June 30, 2026 and 2025, respectively, and $2.8 million and $2.3 million for the six months ended June 30, 2026 and 2025, respectively.

The Company has a program in which trade receivables are sold to third parties. On March 25, 2026, the Company amended its existing factoring agreement to increase the available capacity under the program from €270.0 million to €300.0 million (equivalent to approximately $342.7 million USD as of June 30, 2026), with the underlying transactions accounted for as true sales, without recourse. In instances where the underlying sales transaction has not yet met the criteria for revenue recognition, the transfer is accounted for as a sale of future revenues. The proceeds received for the sale of future revenues are recorded within short-term debt and current portion of long-term debt in the unaudited condensed consolidated balance sheets. The Company maintains servicing responsibilities for the majority of the receivables sold during the year, for which the related costs are not significant.

As of June 30, 2026 and December 31, 2025, $200.9 million and $193.9 million, respectively, of previously sold receivables remained outstanding. The Company recorded costs associated with the factoring program in nonoperating (expense) income, net, primarily representing administrative and financing costs which totaled $3.1 million and $2.9 million for the three months ended June 30, 2026 and 2025, respectively, and $5.1 million and $5.7 million for the six months ended June 30, 2026 and 2025, respectively. The Company recorded a liability for its financing obligation under the program of $34.6 million and $51.4 million as of June 30, 2026 and December 31, 2025, respectively. The proceeds from the sales are reported as operating activities in the unaudited condensed consolidated statements of cash flows and totaled $803.2 million and $717.7 million for the six months ended June 30, 2026 and 2025, respectively.

Prepaid expenses and other current assets consisted of the following:

Other noncurrent assets consisted of the following:

Accrued expenses consisted of the following:

Other current liabilities consisted of the following:

Other noncurrent liabilities consisted of the following:

8. DEBT

Term Loans and Revolver

The Company, through its subsidiaries, has a credit agreement (“the Credit Agreement”), comprising term loans and a revolving facility (the “Revolver”). In connection with the Credit Agreement, the Company is party to the Dutch Security Agreement and has pledged bank receivables and intercompany receivables (each as defined in the Dutch Security Agreement).

2025 Debt Refinancing

On January 24, 2025, the Credit Agreement was amended to consolidate previous debt tranches into a single USD Term Loan (“USD Term Loan”) and a single EUR Term Loan (“EUR Term Loan”) (the “2025 Debt Refinancing”). The transaction resulted in a $10.3 million loss related to the write-off of unamortized debt discount and issuance costs, along with expense of $0.3 million for third-party legal fees. The Company recorded the loss in nonoperating (expense) income, net. The Revolver remains unchanged as a result of the January 24, 2025 amendment. The term loans mature on March 5, 2028 and require quarterly principal payments equal to 0.25% of the original principal. The respective terms of each debt arrangement are further described below.

On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to the Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the “Trigger Maturity Date”), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the “Modified Maturity Date”), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. On July 24, 2025, as part of the IPO discussed in Note 1. “Organization”, the Company used approximately $533.4 million of the net proceeds from the IPO to repay all outstanding principal amounts under the Revolver.

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, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. Additionally, the Company used approximately $298.4 million of the net proceeds from the IPO to repay €255.0 million (approximately $298.4 million USD) of the EUR Term Loan, including accrued interest of $2.8 million USD and accrued interest on the USD Term Loan of $5.7 million.

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

The following table sets forth the Company’s outstanding indebtedness as of June 30, 2026 and December 31, 2025:

USD Term Loan

On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 USD Term Loan, 2023 USD Term Loan and 2023 Liquidity Term Loan into the USD Term Loan. At the time of the amendment the loans had an aggregate principal balance of $2,263.4 million. Immediately following the 2025 Debt Refinancing, the USD Term Loan had a principal balance of $2,270.0 million. On July 11, 2025 and August 12, 2025, the Credit Agreement was subsequently amended. Refer to the 2025 Debt Refinancing section above for further details. Since the third quarter of 2025, the Company has maintained certain ratio levels in the Credit Agreement which continue to allow a reduced interest rate spread of 225 basis points.

At June 30, 2026 and December 31, 2025, the interest rate for the USD Term Loan was approximately 5.9% and 6.2%, respectively.

EUR Term Loan

On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 EUR Term Loan and 2023 EUR Term Loan into the EUR Term Loan. At the time of the amendment the loans had an aggregate principal balance of €1,388.5 million (equivalent to approximately $1,459.3 million USD). Immediately following the 2025 Debt Refinancing, the EUR Term Loan had a principal balance of €1,390.0 million (equivalent to approximately $1,460.9 million USD). On July 11, 2025 and August 12, 2025, the Credit Agreement was subsequently amended. Refer to the 2025 Debt Refinancing section above for further details. Since the third quarter of 2025, the Company has maintained certain ratio levels in the Credit Agreement which continue to allow a reduced interest rate spread of 275 basis points.

At June 30, 2026 and December 31, 2025, the interest rate for the EUR Term Loan was approximately 4.7%.

Revolver

On March 5, 2021, the Company entered into a revolving facility. The maximum borrowing capacity was $350.0 million at the commencement of the facility, with the capacity being increased through subsequent amendments to the Credit Agreement. At the commencement of the Credit Agreement, the Revolver had a maturity date of March 5, 2026. The commitment fee is 25 to 50 basis points dependent on certain ratio levels. Borrowings are subject to an interest rate spread of 325 to 375 basis points dependent on certain ratio levels. On August 31, 2022, the Credit Agreement was amended to replace LIBOR with term SOFR for borrowings denominated in U.S. dollars. On June 28, 2024, the Credit Agreement was amended to extend the maturity date of the Revolver to March 5, 2028. On July 11, 2025 and August 12, 2025, the Credit Agreement was subsequently amended. Refer to the 2025 Debt Refinancing section above for further details.

At June 30, 2026 and December 31, 2025, the maximum and available borrowing capacity under the Revolver was $747.5 million due tono outstanding borrowings on the Revolver reduced by an outstanding letter of credit with the lender as of the reported dates.

Covenant Compliance

The Credit Agreement contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires the Company to maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) if outstanding indebtedness exceeds a certain level. In addition, the Credit Agreement requires mandatory prepayments of the term loans if the Company’s excess cash flow (as defined in the Credit Agreement) exceeds a certain level.

The Company was in compliance with all relevant covenants contained in the Credit Agreement as of June 30, 2026.

Maturity Profile

The following table sets forth the aggregate principal repayment requirements for total debt:

Debt Issuance Costs

The Company capitalizes costs associated with the issuance of debt, and such costs are amortized over the term of the respective debt instrument. The Company incurred costs associated with executing amendments related to the term loans of $2.5 million for the three months ended March 31, 2025 whileno costs were incurred for the three months ended June 30, 2025. The Company didnot incur such costs for the three and six months ended June 30, 2026

As of June 30, 2026 and December 31, 2025, unamortized debt issuance costs associated with the Company’s term loans totaled $36.7 million and $41.1 million, respectively, and were presented as a reduction of debt in the unaudited condensed consolidated balance sheets. Unamortized debt issuance costs associated with the Revolver totaled $5.1 million and $6.5 million as of June 30, 2026 and December 31, 2025, respectively, and were presented as other noncurrent assets in the unaudited condensed consolidated balance sheets.

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments primarily consist of cash and cash equivalents, trade receivables, accounts payable, outstanding indebtedness, derivative instruments and benefit plan assets. The carrying value of the Company’s financial instruments approximates fair value due to the short-term nature of the instruments, except for outstanding indebtedness, derivative instruments and other financial instruments as further discussed below.

The inputs used in the determination of fair values are categorized according to the fair value hierarchy as being Level 1, Level 2 or Level 3. In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets or liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Investments

The Company has investments in equity securities that are considered strategically and operationally important to its business. These investments are accounted for under the equity method where the Company has the ability to significantly influence the operations of the entity. At June 30, 2026 and December 31, 2025, equity method investments were $59.5 million and $59.7 million, respectively, and are included in other noncurrent assets in the unaudited condensed consolidated balance sheets. At June 30, 2026 and December 31, 2025, there were trade receivables of $3.6 million and $4.4 million, respectively, and trade payables of $2.4 million and $4.9 million, respectively, related to transactions with the Company’s largest equity method investment.

Excluding equity method investments, equity securities with a readily determinable fair value are recorded at fair value. Equity securities without a readily determinable fair value are recorded at cost less any impairment. At June 30, 2026 and December 31, 2025, the Company held $45.0 million and $45.1 million, respectively, of investments in equity securities without a readily determinable fair value. These amounts represent investments in entities where the Company does not have the ability to significantly influence the operations of the entity and are presented as other noncurrent assets in the unaudited condensed consolidated balance sheets.

The Company assessed the investments for indicators of impairment and concluded no such indicators exist.

Debt Instruments

The fair value of the Company’s debt instruments is measured using observable market information which would be considered Level 2 in the fair value hierarchy. The following table sets forth the carrying value and fair value amounts of the Company’s term loans:

(1) The carrying value of the term loans is presented on a gross basis and excludes unamortized debt discounts.

(2) The reported carrying values of other debt instruments approximate their fair values.

Derivative Instruments

The Company is exposed to cash flow interest rate risk on floating-rate debt under its Credit Agreement and periodically uses interest rate swaps, interest rate caps and interest rate collars to hedge this exposure. The Company is also exposed to fluctuations in foreign currency under its Credit Agreement as certain debt obligations are denominated in a currency other than an entity’s functional currency. The Company uses cross-currency swaps as a hedge of both the foreign currency and interest rate exposures. The interest rate derivative instruments and cross-currency swaps have expiration dates through February 2029 and are designated as hedges for accounting purposes.

The Company also uses cross-currency swaps to hedge foreign currency risk of its net investments in certain foreign subsidiaries. These cross-currency swaps have expiration dates through February 2029 and are designated as net investment hedges for accounting purposes.

The Company uses foreign exchange forward contracts to minimize the effect of fluctuating foreign-currency denominated accounts on its earnings, which are not designated as hedges for accounting purposes. As such, gains and losses from changes in fair value are recorded directly to earnings as a component of foreign currency exchange gain, net. In April 2025, the Company entered into foreign exchange forward contracts designated as cash flow hedges for accounting purposes, with the exception of its euro currency hedges, which are not fully designated as hedges for accounting purposes. The foreign exchange forward contracts have expiration dates through May 2027.

For derivatives designated as hedges for accounting purposes, the Company reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive (loss) income and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings and within the same income statement line item as the impact of the hedged transaction.

The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist that could affect the value of its derivatives. Since the counterparties to derivative instruments have investment-grade credit ratings, the Company considers the counterparty risk to be remote.

In November 2023 and July 2024, the Company settled outstanding interest rate derivative contracts and outstanding cross-currency swaps prior to the expiration of their contractual maturities through March 2025 and February 2026, respectively. As these settled contracts were designated as hedges, the associated gains are a component of accumulated other comprehensive (loss) income and will be reclassified into earnings as the original hedged transaction affects earnings. The Company reclassified gains of $0.5 million into earnings for the three months ended June 30, 2025, and gains of $0.3 million and $9.7 million for the six months ended June 30, 2026 and 2025, respectively. No gains were reclassified into earnings during the three months ended June 30, 2026.

The following table sets forth the fair value amounts of derivatives presented in the unaudited condensed consolidated financial statements:

The fair value of derivative instruments is measured using observable market information. These inputs would be considered Level 2 in the fair value hierarchy. While all of the Company's derivative instruments are subject to master netting arrangements with its counterparties, assets and liabilities related to these contracts are presented on a gross basis within the unaudited condensed consolidated financial statements.

The following tables present the gains (losses) on the Company’s interest rate contracts, cross-currency swaps and foreign exchange forward contracts:

The following table presents amounts recognized in foreign currency exchange gain, net on the Company’s derivatives not designated as hedging instruments:

Warrant

Prior to the Reorganization, the Company’s Warrant was held by AI PAVE, an entity that was not previously consolidated in Dutch Holdings’ financial statements. As part of the Reorganization, NIQ Global Intelligence plc retrospectively recast its historical financial statements to present the consolidated results of Dutch Holdings and the AI PAVE Entities on a combined consolidated basis with those of NIQ Global Intelligence plc. See Note 2. “Summary of Significant Accounting Policies” for further detail.

At initial recognition, the Warrant was recorded at fair value and classified as a liability due to a contingent repurchase feature triggered by a change of control event, including an IPO. The liability was remeasured at each reporting date using the Black-Scholes valuation model, with changes in the fair value recorded as a component of nonoperating (expense) income, net. The valuation incorporated unobservable inputs, qualifying the Warrant as a Level 3 instrument under the fair value hierarchy.

Upon the IPO, the Warrant converted to represent the right to subscribe for up to 17,725,122 ordinary shares of NIQ Global Intelligence plc at an exercise price of $16.93 per share, and the contingent repurchase obligation ceased pursuant to the terms of the Warrant. Consequently, the Warrant was reclassified from a liability to permanent equity on the condensed consolidated balance sheets at a fair value of $231.1 million. As the Warrant is no longer subject to remeasurement, future changes in fair value will not be recognized.

The following table presents a reconciliation of the liability-classified Warrant prior to reclassification to equity:

The level 3 fair value inputs used in the valuation of the liability-classified Warrant were as follows:

10. EARNINGS PER SHARE

Basic loss per share is computed by dividing the net loss attributable to NIQ by the weighted-average number of ordinary shares outstanding during the period. Diluted loss per share is computed by giving effect to all potential weighted-average dilutive ordinary stock equivalents, which consist of the Company’s Warrant, restricted share units (“RSUs”), phantom awards (“Phantom Awards”) and performance share units (“PSUs”), using the treasury stock method. PSUs and performance-based Phantom Awards, which are considered contingently issuable, are considered dilutive when the related performance criterion has been met. For the three and six months ended June 30, 2026 and 2025, the Company had no potentially dilutive shares, as the inclusion of such instruments would have been antidilutive (i.e., would have increased income per share or decreased loss per share). Accordingly, they are excluded from the diluted earnings per share calculation.

Prior to the Reorganization, NIQ Global Intelligence plc had 100 ordinary shares outstanding. Following the Reorganization (and prior to the IPO), NIQ Global Intelligence plc had 245,000,000 ordinary shares outstanding, resulting in an effective share split of 1:2,450,000. For purposes of calculating loss per share, the effective share split has been applied retrospectively as though the Reorganization had occurred at the beginning of the earliest period presented, reflecting the common control relationship among the entities involved.

The following table sets forth the computation of basic and diluted loss per share for the periods presented:

See Note 16. “Share-based compensation” to the consolidated financial statements within the Company’s 2025 Annual Report on Form 10-K for a description of the terms and conditions of previously granted awards.

During the three and six months ended June 30, 2026, additional time-based RSUs were granted with terms and conditions substantially similar to those granted during 2025. Additional performance-based awards were also granted. The PSUs and performance‑based Phantom Awards vest based on cumulative performance over athree‑year period, with payouts ranging from 50% to 200% of target depending on achievement of Adjusted earnings per share, revenue and free cash flow targets. Targets have not yet been achieved.

11. INCOME TAXES

For the three months ended June 30, 2026 and 2025, the Company’s effective tax rate was 404% and 103%, respectively. The change in the Company’s effective tax rate for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily driven by changes in jurisdictional earnings offset by current year benefit in uncertain tax positions.

For the six months ended June 30, 2026 and 2025, the Company’s effective tax rate was (118)% and (66)%, respectively. The change in the Company’s effective tax rate for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was primarily driven by changes in jurisdictional earnings offset by prior year refunds.

12. RESTRUCTURING ACTIVITIES

In February 2026, the Company approved an incremental cost realignment program (the “2026 Program”) intended to further streamline the organization and drive operational efficiency. The 2026 Program supports the Company’s ongoing efforts to enhance margin performance through continued optimization of its workforce, enhancements to its sales organization and other support functions and simplification of overall business processes. Investments in automation and artificial intelligence (“AI”) are anticipated to accelerate the Company’s optimization efforts as it begins its journey to operationalize these digital tools throughout the organization. Collectively, these actions are expected to improve efficiency, customer satisfaction, product innovation and productivity. The 2026 Program is intended to further reduce costs primarily within selling, general and administrative expenses.

The following table summarizes activity related to liabilities associated with restructuring activities:

(1)As part of the Company’s Transformation Program, the Cost Efficiency Program centers on insourced activity from, and restructured expenses with, third party providers, technology and operational process redesign, labor arbitrage and rationalization and reduction in non-client-impacting expense.

(2)GfK Integration reflects actions to drive permanent cost savings and operational efficiencies in connection with the GfK Combination.

In January 2026, Ms. Tracey Massey resigned from her position as Chief Operating Officer. As a result, for the six months ended June 30, 2026, the Company recognized incremental non‑cash compensation charges of $9.5 million in connection with her separation agreement. No incremental charges were recognized during the three months ended June 30, 2026. These charges, comprised of share-based compensation expense arising from award modifications, were recorded within restructuring costs in the unaudited condensed consolidated statements of operations.

13. PENSION AND OTHER POST-RETIREMENT BENEFITS

The following table presents the components of net periodic pension cost:

Service cost is reported as a component of selling, general and administrative expenses. The other components of net periodic pension cost totaling net benefits of $1.1 million and $1.3 million for the three months ended June 30, 2026 and 2025, respectively, and $2.4 million and $2.2 million for the six months ended June 30, 2026 and 2025, respectively, were presented as a component of nonoperating (expense) income, net.

14. REPORTABLE SEGMENTS

The Company operates 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. Each segment provides similar services through the Company’s Intelligence and Activation offerings but to different geographic regions across the world.

Beginning in 2026, the South Asia region, which was formerly included in the APAC reportable segment, is managed within the EMEA reportable segment. Additionally, revenues and expenses related to Global Services & Other, which were formerly included in the EMEA reportable segment, are now attributed and reported within the applicable reportable segment based on geographical location of service. Segment results have been adjusted retrospectively to reflect these changes.

The Company’s chief operating decision maker (the “CODM”) is the chief executive officer of the Company. The CODM evaluates performance based on revenues and the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis. The CODM uses Adjusted EBITDA as the profit measure because it eliminates the impact of certain items that are not considered indicative of the core operations of the Company’s business, which is useful to compare operating results between periods. The Company’s executive management team also uses Adjusted EBITDA as a compensation measure under the incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to NIQ. The CODM does not evaluate performance or allocate resources based on segment asset data and therefore total segment assets are not presented.

The Company incurs corporate costs related to centralized support functions, including those related to technology, treasury, tax, legal and other centralized functions. Corporate expenses not directly identifiable with a reportable segment are reported below to reconcile the reportable segments to the unaudited condensed consolidated financial statements.

The following table sets forth revenue, significant segment expenses regularly provided to the CODM and Adjusted EBITDA by reportable segment for the periods presented:

(1) Other segment costs primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.

The following table reconciles Adjusted EBITDA by segment to (loss) income before income taxes, for the periods presented:

(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.

(2)Transformation program costs include costs associated with accelerated technology investment and consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations as well as employee separation costs as further discussed in Note 12. “Restructuring Activities”.

(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 12. “Restructuring Activities”.

(4) 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.

(5) Consists of adjustments related to: (i) net periodic pension costs other than service cost, (ii) factoring fees, (iii) write-off of unamortized debt discount and debt issuance costs, (iv) deconsolidation of subsidiaries, (v) settlement of tax indemnification, (vi) other nonoperating expenses and (vii) remeasurement of warrant to fair value. See Note 15. “Nonoperating expense, net” for further information on these adjustments.

(6) Consists primarily of adjustments related to gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations.

The Company conducts business in the following countries that hold 10% or more of total tangible long-lived assets:

Tangible long-lived assets in Ireland, the Company’s country of domicile, represented less than 1.0% of total tangible long-lived assets as of June 30, 2026 and December 31, 2025.

15. NONOPERATING EXPENSE, NET

The following table sets forth the components of nonoperating expense, net:

16. COMMITMENTS AND CONTINGENCIES

The Company is subject to litigation and other claims in the ordinary course of business. As of June 30, 2026, the Company does not believe there is a reasonable possibility that any material loss exceeding the amounts already recognized for such legal matters has been incurred. However, the ultimate resolutions of these legal matters are inherently unpredictable. As such, the Company’s financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these legal matters. Further, there can be no assurance that future litigation to which the Company becomes a party will not have a material adverse effect on the business, financial position, cash flows or results of operations.

17. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the changes in each component of accumulated other comprehensive loss, net of tax: