株探米国株
日本語 英語
エドガーで原本を確認する
false000177666100017766612026-03-032026-03-030001776661adv:ClassCommonStock0.0001ParValuePerShareMember2026-03-032026-03-03

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2026

 

 

Advantage Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38990

83-4629508

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

7676 Forsyth Boulevard, Fifth Floor

 

St. Louis, Missouri

 

63105

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (314) 655-9333

 

Not Applicable

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

 

ADV

 

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 2.02 – Results of Operations and Financial Condition.

On March 3, 2026, Advantage Solutions Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.


On March 3, 2026, at 8:30 a.m. ET, the Company will host a conference call announcing its financial results for the three months and year ended December 31, 2025. A copy of management’s earnings presentation materials is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The presentation will be accessible on the Investor Relations section of the Company’s website at https://ir.youradv.com/.

The Company makes reference to non-GAAP financial information in the press release and earnings presentation materials. The Company’s non-GAAP financial measures should be viewed in addition to and not as a substitute for or superior to the Company’s reported results prepared in accordance with GAAP. Reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures are contained in the data tables at the end of the press release and earnings presentation materials.The information in this Item 2.02, including Exhibits 99.1 and 99.2 furnished under Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including Exhibit 99.1 and 99.2 furnished under Item 9.01, shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

 

99.1

 

Press Release issued by Advantage Solutions Inc., dated March 3, 2026 regarding results for the fourth quarter and year ended December 31, 2025.

 

99.2

 

Management’s Earnings Presentation for Advantage Solutions Inc., dated March 3, 2026.

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:

March 3, 2026

 

ADVANTAGE SOLUTIONS INC.

 

 

 

 

 

 

By:

/s/ Christopher Growe

 

 

 

Christopher Growe
Chief Financial Officer

 


EX-99.1 2 adv-ex99_1.htm EX-99.1 EX-99.1

Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

img111595218_1.jpg

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Reports Fourth Quarter and Full Year 2025 Results

 

Strong cash flow performance resulted in ending the quarter with $241 million of cash, up $40 million sequentially  

Completion of non-core divestitures, planned debt refinancing and upcoming reverse stock split  

Expect flat to up low-single digit revenue growth in 2026, Adjusted EBITDA flat to down mid-single digits  

ST. LOUIS, March 3, 2026 – Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” “Advantage Solutions,” the “Company,” “we,” or “our”), a leading business solutions provider to consumer goods manufacturers and retailers, today reported financial results for the three and twelve months ended December 31, 2025.

Unless otherwise noted, results presented in this release are from continuing operations, and comparisons are on a prior year basis. Revenues for the three months ended December 31, 2025 were $932.1 million compared with $892.3 million, and net loss was $161.7 million compared with a net loss of $177.9 million.

 

Q4'25 Financial Highlights

 

 

Revenues in Q4 increased 4.5% and modestly declined 0.7% for the full year. Adjusted EBITDA declined 7.3% to $87.7 million in Q4 and declined 6.8% to $331.8 million for the full year.

 

 

Cash increased $39.7 million sequentially in Q4, due to improving working capital performance and proceeds from recent divestitures.

 

 

Moving toward debt refinancing and lengthened maturities provides financial flexibility to support strategic priorities.

 

 

“We have recently taken decisive actions to strengthen Advantage’s financial foundation and sharpen our operational focus, including advancing our technology transformation. We moved towards refinancing our debt, including extending maturities to 2030, divested some non-core assets generating approximately $55 million in proceeds, and ended the year with $241 million in cash,” said Advantage CEO Dave Peacock. “As we enter 2026, we expect $250 to $275 million in unlevered free cash flow and are operating from a position of greater stability and strategic flexibility. We remain focused on translating our investments in labor productivity and client partnerships into sustained performance and long-term shareholder value.” 

 

 

 

Consolidated Financial Summary from Continuing Operations

(amounts in thousands)

Three Months Ended December 31,

 

Change (Reported)

 

 

2025

 

2024

 

$

 

%

 

Total Revenues

$

932,131

 

 $

892,285

 

 $

39,846

 

4.5%

 

Total Net Loss

$

(161,730)

 

 $

(177,935)

 

 $

16,205

 

(9.1%)

 

Total Adjusted EBITDA

$

87,660

 

 $

94,555

 

 $

(6,895)

 

(7.3%)

 

Adjusted EBITDA Margin

 

9.4%

 

 

10.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

Change (Reported)

 

 

2025

 

2024

 

$

 

%

 

Total Revenues

$

3,542,642

 

 $

3,566,324

 

 $

(23,682)

 

(0.7%)

 

Total Net Loss

$

(227,735)

 

 $

(378,404)

 

 $

150,669

 

(39.8%)

 

Total Adjusted EBITDA

$

331,807

 

 $

356,014

 

 $

(24,207)

 

(6.8%)

 

Adjusted EBITDA Margin

 

9.4%

 

 

10.0%

 

 

 

 

 

 

 

Advantage Solutions Inc. | Page 1


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

img111595218_1.jpg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Financial Summary from Continuing Operations

 

 

Revenues

 

 

Segment

Three Months Ended December 31,

Year Ended December 31,

 

 

(amounts in thousands)

2025

 

2024

 

 

YoY (Reported)

2025

 

2024

 

YoY (Reported)

 

 

 

Branded Services

$

289,805

 

 $

323,584

 

 

(10.4%)

$

1,163,672

 

$

1,306,336

 

(10.9%)

 

 

 

Experiential Services

$

395,865

 

 $

325,439

 

 

21.6%

$

1,435,297

 

$

1,295,029

 

10.8%

 

 

 

Retailer Services

$

246,461

 

 $

243,262

 

 

1.3%

$

943,673

 

$

964,959

 

(2.2%)

 

 

 

Total

$

932,131

 

 $

892,285

 

 

4.5%

$

3,542,642

 

$

3,566,324

 

(0.7%)

 

 

 

Operating (Loss) Income

 

 

 

Three Months Ended December 31,

Year Ended December 31,

 

 

Segment

2025

 

2024

 

 

YoY (Reported)

2025

 

2024

 

YoY (Reported)

 

 

Branded Services

$

(46,586)

 

 $

(176,973)

 

 

73.7%

$

(64,252)

 

$

(318,573)

 

79.8%

 

 

Experiential Services

$

(45,472)

 

 $

(3,103)

 

 

NMF

$

(17,205)

 

$

255

 

NMF

 

 

Retailer Services

$

(69,958)

 

 $

9,479

 

 

NMF

$

(45,009)

 

$

23,335

 

NMF

 

 

Total

$

(162,016)

 

 $

(170,597)

 

 

5.0%

$

(126,466)

 

$

(294,983)

 

57.1%

 

 

Adjusted EBITDA

 

 

 

Three Months Ended December 31,

Year Ended December 31,

 

 

Segment

2025

 

2024

 

 

YoY (Reported)

2025

 

2024

 

YoY (Reported)

 

 

Branded Services

$

39,334

 

 $

55,470

 

 

(29.1%)

$

142,978

 

$

181,465

 

(21.2%)

 

 

Experiential Services

$

28,209

 

 $

13,134

 

 

114.8%

$

101,484

 

$

75,697

 

34.1%

 

 

Retailer Services

$

20,117

 

 $

25,951

 

 

(22.5%)

$

87,345

 

$

98,852

 

(11.6%)

 

 

Total

$

87,660

 

 $

94,555

 

 

(7.3%)

$

331,807

 

$

356,014

 

(6.8%)

 

 

 

 

 

 

Q4'25 Segment Highlights

 

Branded Services

 

Experiential Services

 

Retailer Services

img111595218_2.jpg

Softness in CPG spending, procurement pressure, and client insourcing continued to weigh on performance

 

img111595218_3.jpg

Strong 4Q performance driven by accelerating demand, improved hiring velocity, higher labor readiness, and more consistent execution

 

img111595218_4.jpg

Project timing shifts, channel mix pressure and a cautious retail environment weighed on 4Q performance

img111595218_2.jpg

Managing costs tightly while strengthening the value proposition through innovation, data analytics, and partnerships to drive measurable client returns

 

img111595218_3.jpg

Strong profit growth with healthy incremental margins amidst higher than expected labor costs in the quarter

 

img111595218_4.jpg

Project activity shifting into early 2026, new business pipeline, and more normalized industry trends support improved performance in 2026

img111595218_2.jpg

Expect gradual improvement over the course of 2026 while stabilizing the revenue base and driving new business development

 

img111595218_3.jpg

Momentum exiting the year position Experiential Services for solid growth outlook in 2026

 

img111595218_4.jpg

Staffing and execution rates improved throughout the quarter

 

Advantage Solutions Inc. | Page 2


Financial Results

4th Quarter and Full Year 2025

 

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Cash Flow and Balance Sheet Highlights

(Amounts in Millions)

 

 

The 12 Month Period Ended

December 31, 2025

Adjusted Unlevered Free Cash Flow / % of Adjusted EBITDA

$223 / 67%

Capex

~$53

Gross Debt

~$1,688

Cash and Cash Equivalents

~$241

Net Leverage Ratio(1)

4.4x

Fiscal Year 2026 Outlook
(Amounts in Millions)
 

Revenues

Flat to Up Low Single Digits

Adjusted EBITDA

Flat to Down Mid Single Digits

Adjusted Unlevered Free Cash Flow Conversion(1)

Unlevered: ~$250 – 275M

Net: ~25% of EBITDA

Net Interest Expense

$160 to $170

Capex

$50 to $60

2026 revenue outlook excludes reimbursable expenses. 2026 guidance compares to 2025 on a continuing operations basis.

 

 

Conference Call Details

Date/Time

March 3, 2026, 8:30 am EDT

Dial-in

(10 minutes before the call)

800-715-9871 within the United States or +1-646-307-1963 outside the United States

Conference ID: 5720569

Webcast

Available at: ADV 4Q 2025 Earnings Webcast

Replay

800-770-2030 within the United States or +1-609-800-9909 outside the United States

Playback ID: 5720569#

 

Investor Contact: investorrelations@youradv.com

Media Contact: press@youradv.com

 

 

 

 

 

 

 

 

 

 

 

NMF = Not Meaningful

(1) Net free cash flow guidance is on a pre-debt refinancing basis. Net free cash flow is defined as cash flow from operations, less capital expenditures. Net FCF conversion of 25% is excluding incremental debt refinancing costs.

Advantage Solutions Inc. | Page 3


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

About Advantage Solutions

Advantage Solutions is the leading omnichannel retail solutions agency in North America, uniquely positioned at the intersection of consumer-packaged goods (CPG) brands and retailers. With its data- and technology-powered services, Advantage leverages its unparalleled insights, expertise and scale to help brands and retailers of all sizes generate demand and get products into the hands of consumers, wherever they shop. Whether it’s creating meaningful moments and experiences in-store and online, optimizing assortment and merchandising, or accelerating e-commerce and digital capabilities, Advantage is the trusted partner that keeps commerce and life moving. Advantage has offices throughout North America and strategic investments and owned operations in select international markets. For more information, please visit YourADV.com.

Included with this press release are the Company’s consolidated and condensed financial statements as of and for year ended December 31, 2025. These financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 3, 2026.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of Advantage's business and projected financial results. Forward-looking statements generally relate to future events or Advantage’s future financial or operating performance. These forward-looking statements generally are identified by the words “may”, “should”, “expect”, “intend”, “will”, “would”, “could”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; future potential pandemics or health epidemics; Advantage’s ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage’s clients’ industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing and technology programs and relationships; Advantage’s ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; Advantage’s ability to maintain proper and effective internal control over financial reporting in the future; Advantage’s substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the SEC on March 3, 2026, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Advantage Solutions Inc. | Page 4


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures and Related Information

 

This press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow and Net Debt. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included below.

 

Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow, and Net Debt provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Advantage’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Advantage’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies.

Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Adjusted EBITDA by Segment are supplemental non-GAAP financial measures of our operating performance. Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations mean net (loss) income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestitures, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) COVID-19 benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.

Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) COVID-19 benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.

Adjusted EBITDA Margin means Adjusted EBITDA from Continuing Operations divided by total revenues.

Adjusted Unlevered Free Cash Flow represents net cash provided by (used in) operating activities from continuing and discontinued operations less purchase of property and equipment as disclosed in the Statements of Cash Flows further adjusted by (i) cash payments for interest, (ii) cash received from interest rate derivatives, (iii) cash paid for income taxes; (iv) cash paid for acquisition and divestiture related expenses, (v) cash paid for restructuring expenses, (vi) cash paid for reorganization expenses, (vii) cash paid for contingent earnout payments included in operating cash flow, (viii) COVID-19 benefits received, (ix) cash paid for costs associated with (recovery from) the Take 5 Matter, (x) net effect of foreign currency fluctuations on cash, and (xi) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA means Adjusted Unlevered Free Cash Flow divided by Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations.

Advantage Solutions Inc. | Page 5


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Net Debt represents the sum of current portion of long-term debt and long-term debt, less cash and cash equivalents. With respect to Net Debt, cash and cash equivalents are subtracted from the GAAP measure, total debt, because they could be used to reduce the debt obligations. We present Net Debt because we believe this non-GAAP measure provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and to evaluate changes to the Company's capital structure and credit quality assessment.

Advantage Solutions Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

Three Months Ended
December 31,

 

 

Year Ended December 31,

 

(in thousands, except share and per share data)

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

$

932,131

 

 

$

892,285

 

 

$

3,542,642

 

 

$

3,566,324

 

Cost of revenues (exclusive of depreciation and amortization shown separately below)

 

802,188

 

 

 

760,913

 

 

 

3,048,295

 

 

 

3,059,052

 

Selling, general, and administrative expenses

 

84,970

 

 

 

74,219

 

 

 

276,060

 

 

 

324,596

 

Impairment of goodwill and indefinite-lived asset

 

203,685

 

 

 

175,500

 

 

 

203,685

 

 

 

275,170

 

Depreciation and amortization

 

50,456

 

 

 

51,622

 

 

 

202,258

 

 

 

204,553

 

Income from investment in European joint venture and other

 

(1,925

)

 

 

628

 

 

 

(7,491

)

 

 

(2,064

)

Recovery from Take 5 Matter

 

(25,716

)

 

 

 

 

 

(25,716

)

 

 

 

Gain on divestitures and deconsolidation of subsidiaries

 

(19,511

)

 

 

 

 

 

(27,983

)

 

 

 

Total operating expenses

 

1,094,147

 

 

 

1,062,882

 

 

 

3,669,108

 

 

 

3,861,307

 

Operating loss from continuing operations

 

(162,016

)

 

 

(170,597

)

 

 

(126,466

)

 

 

(294,983

)

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of warrant liabilities

 

 

 

 

(225

)

 

 

(83

)

 

 

(584

)

Interest expense, net

 

33,808

 

 

 

32,308

 

 

 

138,936

 

 

 

146,792

 

Total other expenses, net

 

33,808

 

 

 

32,083

 

 

 

138,853

 

 

 

146,208

 

Loss from continuing operations before benefit from income taxes

 

(195,824

)

 

 

(202,680

)

 

 

(265,319

)

 

 

(441,191

)

Benefit from income taxes from continuing operations

 

(34,094

)

 

 

(24,745

)

 

 

(37,584

)

 

 

(62,787

)

Net loss from continuing operations

 

(161,730

)

 

 

(177,935

)

 

 

(227,735

)

 

 

(378,404

)

Net (loss) income from discontinued operations, net of tax

 

 

 

 

(109

)

 

 

 

 

 

53,634

 

Net loss

$

(161,730

)

 

$

(178,044

)

 

$

(227,735

)

 

$

(324,770

)

Less: net income from discontinued operations attributable to noncontrolling interest, net of tax

 

 

 

 

 

 

 

 

 

 

2,192

 

Net loss attributable to stockholders of Advantage Solutions Inc.

$

(161,730

)

 

$

(178,044

)

 

$

(227,735

)

 

$

(326,962

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

$

(0.50

)

 

$

(0.55

)

 

$

(0.70

)

 

$

(1.18

)

Basic (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

$

 

 

$

(0.00

)

 

$

 

 

$

0.16

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net loss per share:

 

 

 

 

 

 

 

 

 

 

 

Dilute loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

$

(0.50

)

 

$

(0.55

)

 

$

(0.70

)

 

$

(1.18

)

Diluted (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

$

 

 

$

(0.00

)

 

$

 

 

$

0.16

 

Weighted-average number of common shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

326,271,558

 

 

 

321,080,571

 

 

 

324,564,046

 

 

 

321,515,982

 

Diluted

 

326,271,558

 

 

 

321,080,571

 

 

 

324,564,046

 

 

 

321,515,982

 

 

Advantage Solutions Inc. | Page 6


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Condensed Consolidated Balance Sheet

(Unaudited)

(in thousands, except share data)

 

December 31, 2025

 

 

December 31, 2024

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

240,850

 

 

$

205,233

 

Restricted cash

 

 

12,137

 

 

 

15,518

 

Accounts receivable, net of allowance for expected credit losses of $16,771 and $13,047, respectively

 

 

594,999

 

 

 

603,069

 

Prepaid expenses and other current assets

 

 

124,629

 

 

 

86,918

 

Total current assets

 

 

972,615

 

 

 

910,738

 

Property, equipment, and capitalized software, net

 

 

115,858

 

 

 

97,763

 

Goodwill

 

 

438,900

 

 

 

477,021

 

Other intangible assets, net

 

 

993,927

 

 

 

1,332,578

 

Investments in unconsolidated affiliates

 

 

234,138

 

 

 

226,510

 

Other assets

 

 

37,977

 

 

 

61,907

 

Total assets

 

$

2,793,415

 

 

$

3,106,517

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Current portion of long-term debt

 

$

13,250

 

 

$

13,250

 

Accounts payable

 

 

162,376

 

 

 

158,485

 

Accrued compensation and benefits

 

 

121,105

 

 

 

129,486

 

Other accrued expenses

 

 

105,449

 

 

 

134,677

 

Deferred revenues

 

 

30,454

 

 

 

24,164

 

Total current liabilities

 

 

432,634

 

 

 

460,062

 

Long-term debt, net of current portion

 

 

1,660,611

 

 

 

1,686,690

 

Deferred income tax liabilities

 

 

90,023

 

 

 

146,889

 

Other long-term liabilities

 

 

56,189

 

 

 

64,141

 

Total liabilities

 

 

2,239,457

 

 

 

2,357,782

 

Commitments and contingencies (Note 18)

 

 

 

 

 

 

Equity attributable to stockholders of Advantage Solutions Inc.

 

 

 

 

 

 

Preferred stock, no par value, 10,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

 

 

 

 

 

 

Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 326,429,909 and 320,773,096 shares issued and outstanding as of December 31, 2025 and 2024, respectively

 

 

33

 

 

 

32

 

Additional paid in capital

 

 

3,488,988

 

 

 

3,466,221

 

Accumulated deficit

 

 

(2,869,347

)

 

 

(2,641,612

)

Loans to Karman Topco L.P.

 

 

(7,673

)

 

 

(7,029

)

Accumulated other comprehensive loss

 

 

(4,158

)

 

 

(15,861

)

Treasury stock, at cost; 12,894,517 and 12,400,075 shares as of December 31, 2025 and 2024, respectively

 

 

(53,885

)

 

 

(53,016

)

Total stockholders' equity

 

 

553,958

 

 

 

748,735

 

Total liabilities and stockholders' equity

 

$

2,793,415

 

 

$

3,106,517

 

 

Advantage Solutions Inc. | Page 7


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

Year Ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss from continuing operations

 

$

(227,735

)

 

$

(378,404

)

Adjustments to reconcile net loss to net cash provided by operating activities

 

 

 

 

 

 

Non-cash adjustments on derivatives and non-cash interest expense (income)

 

 

(2,102

)

 

 

5,227

 

Amortization of deferred financing fees

 

 

7,038

 

 

 

6,766

 

Impairment of goodwill and indefinite-lived asset

 

 

203,685

 

 

 

275,170

 

Depreciation and amortization

 

 

202,258

 

 

 

204,553

 

Fair value adjustments related to contingent consideration

 

 

 

 

 

1,678

 

Deferred income taxes

 

 

(57,521

)

 

 

(57,307

)

Equity-based compensation of Karman Topco L.P.

 

 

(1,524

)

 

 

723

 

Stock-based compensation

 

 

26,915

 

 

 

31,019

 

Income from equity method investments

 

 

(7,491

)

 

 

(2,064

)

Distribution received from equity method investments

 

 

1,810

 

 

 

3,289

 

Gain on divestiture and deconsolidation of subsidiaries

 

 

(27,983

)

 

 

 

Gain on repurchases of Senior Secured Notes and Term Loan Facility debt

 

 

(1,649

)

 

 

(9,141

)

Other

 

 

282

 

 

 

1,769

 

Changes in operating assets and liabilities, net of effects from divestitures:

 

 

 

 

 

 

Accounts receivable, net

 

 

7,995

 

 

 

51,154

 

Prepaid expenses and other assets

 

 

(31,423

)

 

 

28,396

 

Accounts payable

 

 

5,271

 

 

 

(12,918

)

Accrued compensation and benefits

 

 

(10,665

)

 

 

(30,380

)

Deferred revenues

 

 

7,335

 

 

 

(2,129

)

Other accrued expenses and other liabilities

 

 

(32,964

)

 

 

(24,306

)

Net cash provided by operating activities

 

 

61,532

 

 

 

93,095

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchase of investments in unconsolidated affiliates

 

 

(3,736

)

 

 

(13,932

)

Purchase of property and equipment

 

 

(6,477

)

 

 

(7,838

)

Purchase and development of capitalized software

 

 

(46,434

)

 

 

(47,501

)

Proceeds from divestitures

 

 

60,491

 

 

 

275,717

 

Net cash provided by investing activities

 

 

3,844

 

 

 

206,446

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Borrowings under lines of credit

 

 

90,000

 

 

 

 

Payments on lines of credit

 

 

(90,000

)

 

 

 

Principal payments on long-term debt

 

 

(13,250

)

 

 

(13,131

)

Repurchases of Senior Secured Notes and Term Loan Facility debt

 

 

(18,218

)

 

 

(147,122

)

Debt issuance costs

 

 

 

 

 

(971

)

Deferred consideration paid for purchases in unconsolidated affiliates

 

 

(2,113

)

 

 

 

Contingent consideration payments

 

 

 

 

 

(5,655

)

Proceeds from employee stock purchase plan

 

 

1,838

 

 

 

2,294

 

Payments for taxes related to net share settlement of equity awards

 

 

(3,596

)

 

 

(12,765

)

Purchase of treasury stock

 

 

(869

)

 

 

(34,067

)

Net cash used in financing activities

 

 

(36,208

)

 

 

(211,417

)

Net effect of foreign currency changes on cash, cash equivalents and restricted cash

 

 

3,068

 

 

 

(4,575

)

Net change in cash, cash equivalents and restricted cash

 

 

32,236

 

 

 

83,549

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

220,751

 

 

 

137,202

 

Cash, cash equivalents and restricted cash, end of period

 

$

252,987

 

 

$

220,751

 

 

Advantage Solutions Inc. | Page 8


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Reconciliation of Net Loss from Continuing Operations to Adjusted EBITDA

(Unaudited)

 

Continuing Operations

Three Months Ended December 31,

 

 

Year Ended December 31,

 

(in thousands)

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss from continuing operations

$

(161,730

)

 

$

(177,935

)

 

$

(227,735

)

 

$

(378,404

)

Add:

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

33,808

 

 

 

32,308

 

 

 

138,936

 

 

 

146,792

 

Benefit from income taxes from continuing operations

 

(34,094

)

 

 

(24,745

)

 

 

(37,584

)

 

 

(62,787

)

Depreciation and amortization

 

50,456

 

 

 

51,622

 

 

 

202,258

 

 

 

204,553

 

Impairment of goodwill and indefinite-lived asset

 

203,685

 

 

 

175,500

 

 

 

203,685

 

 

 

275,170

 

Gain on divestiture

 

(19,511

)

 

 

 

 

 

(27,983

)

 

 

 

Changes in fair value of warrant liability

 

 

 

 

(225

)

 

 

(83

)

 

 

(584

)

Stock-based compensation expense (a)

 

6,431

 

 

 

6,794

 

 

 

26,915

 

 

 

31,019

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

 

 

1,381

 

 

 

(1,524

)

 

 

723

 

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

 

 

 

 

 

 

 

 

1,678

 

Acquisition and divestiture related expenses (d)

 

1,506

 

 

 

39

 

 

 

2,237

 

 

 

(1,168

)

Restructuring expenses (e)

 

 

 

 

5,933

 

 

 

931

 

 

 

30,051

 

Reorganization expenses (f)

 

24,490

 

 

 

14,820

 

 

 

62,939

 

 

 

88,800

 

Litigation expenses (g)

 

170

 

 

 

482

 

 

 

1,133

 

 

 

(1,940

)

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

 

 

(5,723

)

 

 

 

(Recovery from) costs associated with the Take 5 Matter (i)

 

(21,705

)

 

 

764

 

 

 

(20,720

)

 

 

1,845

 

EBITDA for economic interests in investments (j)

 

4,154

 

 

 

7,817

 

 

 

14,125

 

 

 

20,266

 

Adjusted EBITDA from Continuing Operations

$

87,660

 

 

$

94,555

 

 

$

331,807

 

 

$

356,014

 

 

 

Advantage Solutions Inc. | Page 9


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Reconciliation of Operating (loss) Income to Adjusted EBITDA by Segment

(Unaudited)

 

Branded Services segment

Three Months Ended December 31,

 

 

Year Ended December 31,

 

(in thousands)

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating loss

$

(46,586

)

 

$

(176,973

)

 

$

(64,252

)

 

$

(318,573

)

Add:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

31,297

 

 

 

32,811

 

 

 

125,807

 

 

 

130,212

 

Impairment of goodwill and indefinite-lived asset

 

77,797

 

 

 

175,500

 

 

 

77,797

 

 

 

275,170

 

Gain on divestiture

 

(19,511

)

 

 

 

 

 

(27,983

)

 

 

 

Stock-based compensation expense (a)

 

2,613

 

 

 

3,839

 

 

 

10,221

 

 

 

12,391

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

 

 

1,521

 

 

 

(95

)

 

 

2,445

 

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

 

 

 

 

 

 

 

 

1,678

 

Acquisition and divestiture related expenses (d)

 

777

 

 

 

15

 

 

 

1,234

 

 

 

168

 

Restructuring expenses (e)

 

 

 

 

3,951

 

 

 

358

 

 

 

19,343

 

Reorganization expenses (f)

 

10,469

 

 

 

6,047

 

 

 

28,075

 

 

 

35,910

 

Litigation expenses (g)

 

29

 

 

 

178

 

 

 

302

 

 

 

610

 

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

 

 

(1,891

)

 

 

 

(Recovery) costs associated with the Take 5 Matter (i)

 

(21,705

)

 

 

764

 

 

 

(20,720

)

 

 

1,845

 

EBITDA for economic interests in investments (j)

 

4,154

 

 

 

7,817

 

 

 

14,125

 

 

 

20,266

 

Branded Services segment Adjusted EBITDA

$

39,334

 

 

$

55,470

 

 

$

142,978

 

 

$

181,465

 

 

Experiential Services segment

Three Months Ended December 31,

 

 

Year Ended December 31,

 

(in thousands)

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating (loss) income

$

(45,472

)

 

$

(3,103

)

 

$

(17,205

)

 

$

255

 

Add:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

10,786

 

 

 

10,504

 

 

 

42,751

 

 

 

41,728

 

Impairment of indefinite-lived asset

 

53,086

 

 

 

 

 

 

53,086

 

 

 

 

Stock-based compensation expense (a)

 

1,474

 

 

 

292

 

 

 

7,104

 

 

 

7,761

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

 

 

(42

)

 

 

(729

)

 

 

(825

)

Acquisition and divestiture related expenses (d)

 

381

 

 

 

10

 

 

 

541

 

 

 

47

 

Restructuring expenses (e)

 

 

 

 

938

 

 

 

186

 

 

 

4,368

 

Reorganization expenses (f)

 

7,842

 

 

 

4,363

 

 

 

17,256

 

 

 

21,757

 

Litigation expenses (g)

 

112

 

 

 

172

 

 

 

563

 

 

 

606

 

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

 

 

(2,069

)

 

 

 

Experiential Services segment Adjusted EBITDA

$

28,209

 

 

$

13,134

 

 

$

101,484

 

 

$

75,697

 

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc. | Page 10


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

Retailer Services segment

Three Months Ended December 31,

 

 

Year Ended December 31,

 

(in thousands)

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating (loss) income

$

(69,958

)

 

$

9,479

 

 

$

(45,009

)

 

$

23,335

 

Add:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

8,373

 

 

 

8,307

 

 

 

33,700

 

 

 

32,613

 

Impairment of goodwill and indefinite-lived asset

 

72,802

 

 

 

 

 

 

72,802

 

 

 

 

Stock-based compensation expense (a)

 

2,344

 

 

 

2,663

 

 

 

9,590

 

 

 

10,867

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

 

 

(98

)

 

 

(700

)

 

 

(897

)

Acquisition and divestiture related expenses (d)

 

348

 

 

 

14

 

 

 

462

 

 

 

(1,383

)

Restructuring expenses (e)

 

 

 

 

1,044

 

 

 

387

 

 

 

6,340

 

Reorganization expenses (f)

 

6,179

 

 

 

4,410

 

 

 

17,608

 

 

 

31,133

 

Litigation expenses (recovery) (g)

 

29

 

 

 

132

 

 

 

268

 

 

 

(3,156

)

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

 

 

(1,763

)

 

 

 

Retailer Services segment Adjusted EBITDA

$

20,117

 

 

$

25,951

 

 

$

87,345

 

 

$

98,852

 

 

 

 

 

 

 

Advantage Solutions Inc.

Net Debt and Adjusted Unlevered Free Cash Flow Reconciliation

(Unaudited)

 

(amounts in thousands)

 

December 31, 2025

 

Current portion of long-term debt

 

$

13,250

 

Long-term debt, net of current portion

 

 

1,674,582

 

Total debt

 

 

1,687,832

 

Less: Cash and cash equivalents

 

 

240,850

 

Total Net Debt

 

$

1,446,982

 

 

 

 

 

LTM Adjusted EBITDA from Continuing Operations

 

$

331,807

 

Net Debt / LTM Adjusted EBITDA ratio

 

4.4x

 

 

Advantage Solutions Inc. | Page 11


Financial Results

4th Quarter and Full Year 2025

img111595218_0.gif

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(amounts in thousands)

 

Year Ended
December 31, 2025

 

Net cash provided by operating activities from continuing operations

 

$

61,532

 

Less:

 

 

 

Purchase of property, equipment and capitalized software

 

 

(52,911

)

Cash proceeds from settlement of Take 5 Matter (i)

 

 

(16,300

)

Add:

 

 

 

Cash payments for interest

 

 

142,681

 

Cash payments for income taxes

 

 

19,291

 

Cash paid for acquisition and divestiture related expenses (k)

 

 

1,779

 

Cash paid for restructuring expenses (l)

 

 

14,068

 

Cash paid for reorganization expenses (m)

 

 

44,754

 

Cash paid for costs associated with the Take 5 Matter (n)

 

 

5,332

 

Net effect of foreign currency fluctuations on cash

 

 

3,068

 

Adjusted Unlevered Free Cash Flow

 

$

223,294

 

 

 

 

 

Numerator - Adjusted Unlevered Free Cash Flow

 

$

223,294

 

Denominator - Adjusted EBITDA from Continuing Operations

 

$

331,807

 

Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA

 

 

67.3

%

 

 

 

 

 

 

 

 

 

(a)

Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.

(b)

Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Karman Topco made to one of the Advantage Sponsors and (ii) equity-based compensation expense associated with the Common Series C Units of Karman Topco.

(c)

Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods.

(d)

Represents fees and costs associated with activities related to our acquisitions, divestitures, and related reorganization activities, including professional fees, due diligence, and integration activities.

(e)

Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the VERP and employee termination benefits associated with the 2024 RIF and other optimization initiatives.

(f)

Represents fees and costs associated with various internal reorganization and transformational activities, including professional fees, lease and other contract exit costs, severance, and nonrecurring compensation costs.

(g)

Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities.

(h)

Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line teammates, medical benefit payments for furloughed teammates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief.

(i)

Represents recoveries related to the Take 5 Matter, including cash received from an insurance policy and amounts collected from parties responsible for the underlying misconduct, as well as costs associated with investigation and remediation activities, primarily professional fees and other related expenses.

(j)

Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements.

(k)

Represents gains and losses on disposal of assets related to divestitures and losses on sale of businesses and assets held for sale, less cost to sell.

(l)

Represents cash paid for restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the VERP and employee termination benefits associated with the 2024 RIF and other optimization initiatives.

(m)

Represents cash paid for fees and costs associated with various reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs.

(n)

Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs.

 

Advantage Solutions Inc. | Page 12


EX-99.2 3 adv-ex99_2.htm EX-99.2

Slide 1

Q4’25Earnings March 3, 2026


Slide 2

Disclaimer Forward-Looking Statements Certain statements in this presentation may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of Advantage's business and projected financial results. Forward-looking statements generally relate to future events or Advantage’s future financial or operating performance. These forward-looking statements generally are identified by the words “may”, “should”, “expect”, “intend”, “will”, “would”, “could”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “potential”, “guidance”, or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; developments with respect to retailers that are out of our control; the impact from tariffs; Advantage’s ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage’s clients’ industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing, and technology programs and relationships; Advantage’s ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; a future pandemic or health epidemic; Advantage’s ability to maintain proper and effective internal control over financial reporting in the future; Advantage’s substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K to be filed by Advantage with the Securities and Exchange Commission (the “SEC”) on or about March 3, 2026, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Financial Measures and Related Information This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), Adjusted EBITDA from Continuing Operations, Adjusted EBITDA by Segment, Adjusted EBITDA margin, Revenues net of reimbursable expenses, Net Debt, Adjusted Unlevered Free Cash Flow, and Adjusted Unlevered Free Cash Flow and net debt as a percentage of Last Twelve Month (“LTM”) Adjusted EBITDA from Continuing and Discontinued Operations. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included in this document. Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA by Segment, Adjusted EBITDA margin, Revenues net of reimbursable expenses, Net Debt, Adjusted Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow, and net debt as a percentage of LTM Adjusted EBITDA from Continuing Operations provides an additional metric for investors to use in evaluating ongoing operating results, trends, and in comparing Advantage’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance, and therefore Advantage’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Adjusted EBITDA from Continuing Operations mean net (loss) income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) Impairment of goodwill and indefinite-lived asset, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) Gain on divestitures and deconsolidation of subsidiaries, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) COVID-19 benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments, and (xviii) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted EBITDA Margin means Adjusted EBITDA divided by Revenues net of reimbursable expenses. Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) Impairment of goodwill and indefinite-lived asset, (iv) stock-based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) COVID-19 benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments, and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment. Adjusted EBITDA Margin with respect to the applicable segment means Adjusted EBITDA by Segment divided by Revenues net of reimbursable expenses.  Revenues net of reimbursable expenses and by segment means revenues less reimbursable expenses that are paid by Advantage's clients, including media, product samples, retailer fees, and other marketing and production costs. Net Debt represents the sum of current portion of long-term debt and long-term debt, less cash and cash equivalents. With respect to Net Debt, cash and cash equivalents are subtracted from the GAAP measure, because they could be used to reduce the debt obligations. We present Net Debt because we believe this non-GAAP measure provides useful information to management and investors regarding certain financial and business trends relating to Advantage's financial condition and to evaluate changes to Advantage's capital structure and credit quality assessment. Adjusted Unlevered Free Cash Flow represents net cash provided by operating activities from continuing and discontinued operations less purchase of property and equipment, and purchase and development of capitalized software as disclosed in the Statements of Cash Flows further adjusted by (i) cash payments for interest, (ii) cash received from interest rate derivatives, (iii) cash paid for income taxes; (iv) cash paid for acquisition and divestiture related expenses, (v) cash paid for restructuring expenses, (vi) cash paid for reorganization expenses, (vii) cash paid for contingent earnout payments included in operating cash flow, (viii) COVID-19 benefits received, (ix) costs associated with (recovery from) the Take 5 Matter, (x) net effect of foreign currency fluctuations on cash, and (xi) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA means Adjusted Unlevered Free Cash Flow divided by Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. 2


Slide 3

Strengthening Our Foundation for 2026 and Beyond 3 Increased strategic flexibility, sharpened operational focus, and enhanced long-term shareholder value creation As the result of strong cash generation, ended 2025 with $241M in cash, enhancing liquidity Enhancing strategic focus and financial flexibility by divesting three non-core businesses and redeploying capital into higher-return opportunities ​Further strengthening financial flexibility by paying down debt and extending maturities to 2030 Supporting broader market accessibility with reverse split  Strong Cash Flow Portfolio Simplification Stronger Balance Sheet Reverse Stock Split


Slide 4

Q4’25: Strong Cash Generation and Operational Progress Solid year-over-year revenue growth with an Adjusted EBITDA decline Q4 Adjusted Unlevered FCF of $75M, ~130% of EBITDA excluding payroll timing factor, driving a net leverage ratio of 4.4x and $241 million in cash at year end Triple-digit growth in Experiential Services EBITDA driven by strong demand, improved hiring velocity, and Q4 execution rates over 93%, partially offset by softness in Branded and Retailer Services Centralized labor management (CLM) improved execution and profitability in Experiential Services; broadening CLM in high volume businesses remains a key focus in 2026 Continued sharpening portfolio through the divestiture of non-core businesses Revenues(1) +3.0% YOY $785M Adjusted EBITDA(2) -7.3% YOY $88M Adjusted Unlevered Free Cash Flow(3) $75M Net Leverage Ratio(4) 4.4x (1) Excluding reimbursable expenses (2) Reflects Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation and amortization, and other non-recurring items), which is a non-GAAP measure. Refer to the Appendix for a reconciliation to the most directly comparable GAAP measure (3) Reflects Adjusted Unlevered Free Cash Flows. See the Appendix for a reconciliation to the most directly comparable GAAP measure (4) Net Leverage Ratio calculated as Net Debt divided by LTM Adjusted EBITDA 4


Slide 5

Building a more agile labor and technology platform that enhances execution and client outcomes Centralized Labor and AI-Enabled Execution Driving Productivity 5 Centralized Labor Model The successful rollout of our centralized labor model is improving utilization, retention, and execution consistency: Reduced reliance on third-party labor, thereby strengthening profit margins Faster hiring and deployment, supporting an over 93% execution rate in the fourth quarter Expanding rollout across Experiential Services in 2026 Technology & AI Enablement Enterprise IT transformation nearing completion, creating a modernized operating backbone Continued focus on reducing application footprint; this initiative contributes to our overall focus and efficiency as an organization AI-enabled staffing and scheduling are improving speed, predictability, and labor utilization Our Pulse analytics platform is enhancing real-time decision-making and client ROI


Slide 6

Business Segment Updates Retailer Services Branded Services Experiential Services Softness in CPG spending, procurement pressure and client insourcing continue to weigh on performance  Managing costs tightly while strengthening the value proposition through innovation, data analytics and partnerships to drive measurable client returns Expect gradual improvement over the course of 2026 while stabilizing the revenue base and driving new business development   Strong 4Q performance driven by accelerating demand, improved hiring velocity, higher labor readiness and more consistent execution Strong profit growth with healthy incremental margins amidst higher than expected labor costs in the quarter Momentum exiting the year positions Experiential Services for solid growth outlook in 2026 Project timing shifts, channel mix pressure and a cautious retail environment weighed on 4Q performance Project activity shifting into early 2026, new business pipeline and more normalized industry trends support improved performance in 2026 Staffing and execution rates improved throughout the quarter  6 Execution discipline and operating consistency are improving, and we are confident looking ahead


Slide 7

Initiating 2026 Outlook 7 Revenues and Profitability Full year 2026 Revenues(1) expected to be flat to up low single digits, excluding divestitures Adjusted EBITDA expected to be flat to down mid-single digits, excluding divestitures, reflecting macro uncertainty and mix shifts toward more labor-intensive, lower-margin services Cash Flow Strong cash generation supported by disciplined working capital management including continued DSO improvement and a steady CapEx profile 2026 Adjusted Unlevered Free Cash Flow of approximately $250 to $275 million and Net Free Cash Flow(2) conversion of ~25% of EBITDA, excluding incremental refinancing related costs 2026 Guidance Disciplined execution, productivity initiatives and technology investments support improved future growth acceleration potential and long-term performance stability Balanced and prudent outlook reflecting improving execution momentum and macro uncertainty (1) Revenues excludes reimbursable expenses (2) Net free cash flow is defined as cash flow from operations, less capital expenditures See the Appendix for a reconciliation of Adjusted EBITDA and Adjusted UFCF non-GAAP financial measures to the most comparable GAAP measure


Slide 8

$892.3 Improving Execution in a Mixed Demand Environment (1) Adjusted EBITDA margins exclude reimbursable expenses Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measureSee the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding $3,566.3 (7.3)%(1) Revenues Net of Reimbursable Expenses Reimbursable Expenses Highlights 8 3.0% Revenues (Continuing Operations) $ in millions Y/Y growth % margin(1) $ in millions Y/Y growth Adjusted EBITDA (Continuing Operations) (1.5)% (6.8)%(1) $3,542.6 $932.1 11.1% 11.7% 11.2% 12.4% Revenues in line with expectations, with mix and timing driving segment variability Strong Experiential performance offset by pressure in Branded and Retailer Services EBITDA down year-over-year, reflecting mix and high labor-related costs, but supported by improved execution Leveraging centralized labor model to drive scale, consistency, and productivity Improved hiring velocity and labor readiness driving higher event volumes, better execution rates, and stronger profitability in Experiential Services


Slide 9

$323.6 Market conditions remain challenged driven by CPG spending softness, tighter procurement and client insourcing weighing on demand Revenues and EBITDA impacted by mix and volume, including ongoing softness in sales brokerage and omni-commerce marketing Maintaining disciplined focus on longer-term client relationships, while tightly managing costs and execution Stabilization is the priority in 2026, trend toward gradual improvement expected as spending normalizes (1) Revenues and Adjusted EBITDA margins exclude reimbursable expenses Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding (29.2)%(1) % margin(1) Challenging Market Conditions Persisting Highlights $ in millions Y/Y growth Adjusted EBITDA (Continuing Operations) BRANDED SERVICES $1,163.7 $ in millions Y/Y growth 9 Revenues (Continuing Operations) Revenues Net of Reimbursable Expenses Reimbursable Expenses (9.2)% (9.1)% (21.1)%(1) $289.8 $1,306.3 15.2% 19.5% 13.9% 16.0%


Slide 10

$325.5 Accelerating demand and higher event volumes, driven by improved hiring velocity and labor readiness Execution rates improved sequentially, supporting more consistent in-store delivery and service Achieved double-digit EBITDA margin in 2H25 driven by strong incremental margins, reflecting efficient labor activation and operating leverage Improved staffing levels driving better execution across key customers Momentum expected to continue into 2026, with continued growth supported by demand trends and ongoing productivity initiatives (1) Revenues and Adjusted EBITDA margins exclude reimbursable expenses Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding 8.3% 34.1%(1) % margin(1) Strong Demand And Execution Drove Robust Q4/2025 Adjusted EBITDA (Continuing Operations) $1,435.3 $1,295.0 $ in millions Y/Y growth $ in millions Y/Y growth 10 EXPERIENTIAL SERVICES Highlights Revenues (Continuing Operations) Revenues Net of Reimbursable Expenses Reimbursable Expenses 19.4% 115.1%(1) $395.9 10.1% 5.6% 9.9% 8.0%


Slide 11

Results impacted by project timing and channel-mix shifts Advisory and agency work remained pressured, consistent with ongoing mix and spend trends in grocery and retail Staffing levels and execution improving, supporting better service and delivery Pipeline and backlog support improved performance in 2026, as timing normalizes and merchandising activity strengthens Prioritizing stabilization in 2026, supported by better execution, normalized project flow and expanded retail partnerships (1) Revenues and Adjusted EBITDA margins exclude reimbursable expenses Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding (11.6) %(1) 1.3% % margin Timing and Mix Pressure, Improving Setup For 2026 Adjusted EBITDA (Continuing Operations) 11 $ in millions Y/Y growth $ in millions Y/Y growth RETAILER SERVICES Highlights Revenues (Continuing Operations) (2.2)% (22.3)%(1) 8.2% 10.7% 9.3% 10.2%


Slide 12

1L Term Loan Sr. Secured Notes $ in millions $1,531 Improving Balance Sheet and Liquidity Position As of December 31, 2025  $ in millions Maturity Outstanding First Lien Term Loan 10/28/27 $1,093 Senior Secured Notes 11/15/28 $595 Total Gross Debt $1,688 Less: Cash and Cash Equivalents $241 Total Net Debt(1) $1,447 Net Debt Overview Maturity Schedule (1) Net debt is a non-GAAP financial measure. For a reconciliation of net debt to total debt, the most directly comparable GAAP counterpart, please see the appendix attached hereto 12 $438M of gross availability under credit facility 4.4x Net Debt / LTM Adj. EBITDA; ~77% hedged / fixed $438


Slide 13

Continued Working Capital Improvement Driving Strong Cash Flow and Increased Financial Flexibility Capital Allocation Ended Q4 with over $241M in cash Continued to divest non-core assets in recent months with sale of Smalltalk for ~$20M and Smollan for $27M  and in early 2026 received final $27.5M payment related to sale of Jun Group Initiated a process to extend debt maturities to 2030 and paydown debt, further strengthening our balance sheet and providing flexibility to operate and invest in the business Continuing to prioritize reduction of net leverage Capex and Adjusted Unlevered FCF Q4 and 2025 Q4 DSOs at record low ~57 days, reflecting strong working capital discipline and improved collections and normalization after system-related disruptions Q4 Adjusted Unlevered FCF of $75M (~80% conversion, nearly, 130% excluding payroll timing) driven by the working capital improvements and continued CapEx discipline(1)  Q4 Capex was $24M, and FY25 Capex totaled $53M, below initial expectations, reflecting disciplined spending and project timing  2026 For 2026, cash flow outlook is expected to remain strong, with Adjusted Unlevered FCF expected between $250M - $275M and Net FCF conversion of at least 25% of EBITDA (ex-refinancing impact) 13 Adjusted Unlevered Free Cash Flow. See the Appendix for a reconciliation to the most directly comparable GAAP measure


Slide 14

2026 Guidance Initiating 2026 full year guidance; expecting revenue growth and adjusted EBITDA decline $ in millions, unless otherwise noted Full Year 2026 Guidance Revenues(1) Flat to Up Low-Single Digits (excluding divestitures) Adjusted EBITDA Flat to Down Mid-Single Digits (excluding divestitures) Free Cash Flow Adjusted Unlevered: $250 – 275 Net(2): ~25% of EBITDA Net Interest Expense $160 - $170 Capex $50-$60 (1) Revenues excludes reimbursable expenses (2) Net free cash flow is defined as cash flow from operations, less capital expenditures. Net FCF conversion of 25% is excluding incremental debt refinancing costs. See the Appendix for a reconciliation of Adjusted EBITDA and Adjusted UFCF non-GAAP financial measures to the most comparable GAAP measure 14 Long-term Net Leverage Target: < 3.5x 2026 Commentary Revenues expected to be flat to up low single digits in 2026 (ex-divestitures), with macro and mix pressures continuing to weigh on profitability Disciplined investment and steady Capex  ($50-$60 million) expected to support strong cash generation in 2026. Final year for heavier transformation spend Adjusted Unlevered FCF of $250 - $275 million and Net FCF conversion of ~25% of EBITDA expected in 2026 driven by disciplined working capital management and capex spending Net leverage expected to trend lower over time, supported by stronger cash generation


Slide 15

Appendix 15


Slide 16

Net Loss to Adjusted EBITDA from Continuing Operations Non-GAAP Reconciliation (1/8) 16


Slide 17

Branded Services Segment Operating Loss to Adjusted EBITDA Non-GAAP Reconciliation (2/8) 17


Slide 18

Experiential Services Segment Operating (Loss) Income to Adjusted EBITDA Non-GAAP Reconciliation (3/8) 18


Slide 19

Retailer Services Segment Operating (Loss) Income to Adjusted EBITDA Non-GAAP Reconciliation (4/8) 19


Slide 20

Revenues to Revenues Net of Reimbursable Expenses Non-GAAP Reconciliation (5/8) 20


Slide 21

Adjusted Unlevered Free Cash Flow Non-GAAP Reconciliation (6/8) 21


Slide 22

LTM Adjusted EBITDA, Net Debt and Net Debt to Adjusted EBITDA Ratio Non-GAAP Reconciliation (7/8) 22


Slide 23

Footnotes Non-GAAP Reconciliation (8/8) 23 (a) Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.   (b) Represents expenses related to equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of the sponsors of the Company.   (c)   Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. (d)   Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities. (e)     Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the VERP and employee termination benefits associated with the 2024 RIF and other optimization initiatives. (f) Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs.   (g) Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. (h) Represents benefits received from government grants for COVID-19 relief.         (i)   Represents costs associated with collection and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs. (j)     Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements. (k) Represents cash paid for fees and costs associated with activities related to our acquisitions, divestitures and reorganization activities including professional fees, due diligence, and integration activities.   (l)   Represents cash paid for restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the VERP and employee termination benefits associated with the 2024 RIF and other optimization initiatives. (m)   Represents cash paid for fees and costs associated with various reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. (n) Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs.     (o)   Represents gains and losses on disposal of assets related to divestitures and losses on sale of businesses and assets held for sale, less cost to sell.