NIQ Global Intelligence plc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Recent Sale of Unregistered Equity Securities

On July 22, 2025, in connection with the reorganization transactions and our initial public offering, we issued 245,000,000 ordinary shares to the shareholders of AI PAVE Dutchco I B.V. in exchange for all outstanding shares of AI PAVE Dutchco I B.V. The issuance of ordinary shares described in this paragraph was made in reliance on Section 4(a)(2) of the Securities Act.

(b) Use of Proceeds from Initial Public Offering

On July 22, 2025, our Registration Statement on Form S-1 (No. 333-288376) was declared effective by the Securities and Exchange Commission, pursuant to which we issued and sold 50,000,000 ordinary shares at a public offering price of $21.00 per ordinary share, for aggregate net proceeds of approximately $985.1 million, after deducting $44.6 million in underwriting discounts and commissions, and approximately $20.3 million in other offering costs. On July 24, 2025, we used approximately $533.4 million of the net proceeds to us from our initial public offering to repay all outstanding principal amounts under our Revolver. On August 12, 2025, we used approximately $387.4 million of the net proceeds to us from our initial public offering to repay in full the 2021 CAD Term Loan in the amount of C$122.6 million (approximately $89.0 million USD) and to repay €255.0 million (approximately $298.4 million USD) of the EUR Term Loan. See Note 17. "Subsequent Events" in the notes to the unaudited condensed consolidated financial statements for additional information.

J.P. Morgan Securities LLC, BofA Securities, Inc. and UBS Securities LLC acted as representatives of the underwriters for our initial public offering.