Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risk and uncertainties described under “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A. Risk Factors. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
This section of our Annual Report on Form 10-K generally focuses on 2025 and 2024 results, including year-over-year comparisons between those periods. A discussion of 2023 results and the year-to-year comparison between 2024 and 2023 is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our prospectus dated July 22, 2025, which was filed with the Securities and Exchange Commission on July 24, 2025 pursuant to Rule 424(b) of the Securities Act in connection with our IPO.
Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as “n/m”.
Company Overview
We are a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. We manage 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. Our unified, AI-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 . Leveraging our strong NIQ brand, long-term client relationships, global scale, proprietary technology and extensive data and insights, we are positioned as a global leader in measuring, analyzing and predicting consumer behavior in the fast moving consumer goods, technology and durables and other verticals in which we operate. We believe our solutions, mission-critical insights, analytics and software applications are deeply embedded across our clients’ enterprise supporting their strategic and operational decisions, enabling them to measure performance, maintain and strengthen their market positions and drive innovation and growth.
We operate our business through three reportable segments: (1) Americas, which includes North America and Latin America; (2) EMEA, which includes Europe, the Middle East and Africa; and (3) APAC, which includes Asia and the western Pacific region. We generate revenue from solutions in two product groupings: (i) Intelligence (Consumer Measurement) and (ii) Activation (Consumer Analytics). Intelligence solutions include a combination of our retail measurement, consumer behavior and insights and retailer solutions, which are utilized by both consumer brands and retailer clients. Activation solutions include customized analytics and predictive models to improve decision making around product, pricing, marketing and supply chain. We typically initiate client relationships through one of our core Intelligence solutions which we typically sell under multi-year or annual subscription contracts granting clients access to our core software and data solutions. Our Intelligence solutions accounted for approximately 81% of our revenue for the year ended December 31, 2025. Approximately 84% of Intelligence revenue for the year ended December 31, 2025 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 105%. These subscription-based contracts typically contain built-in, annual, price and product enhancement escalators. With the enhancements of our data coverage, product innovation and AI-powered technology platform, we believe that we have been to consistently increase client and execution on our value-based pricing strategy. Individual contract values vary based on the number of countries and modules , such as the number of eCommerce or omnichannel reads that the client elects to purchase at the time of initial contracting or thereafter during the contract term.
Recent Developments
Reorganization
On July 22, 2025, the Reorganization was completed, whereby NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including Intermediate Dutch Holdings B.V., a private company with limited liability organized under the laws of the Netherlands (“Dutch Holdings”). All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc.
Initial Public Offering
On July 24, 2025, we completed our IPO, in which we issued and sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. We received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The aggregate net proceeds were used to repay a portion of the Company’s outstanding borrowings. See Note 1. “Organization” and Note 10. “Debt” in our notes to the consolidated financial statements for additional information.
Revolver and Term Loan Refinancing
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 Revolver to 25 to 37.5 basis points dependent on certain ratio levels.
On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (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. See Note 10. “Debt” in our notes to the consolidated financial statements for additional information.
Acquisition of Gastrograph
On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. We 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. We believe the Gastrograph Acquisition further strengthens our AI capabilities and competitive differentiation to provide consumer packaged goods companies with The Full View TM .
Acquisition of M-Trix
On July 10, 2025, we entered into a definitive agreement to acquire 100% of the share capital of M-Trix, a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $54.2 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $26.8 million USD) was paid upon the closing.
The remaining BRL190.0 million will be paid as follows: (i) BRL60.0 million upon the first anniversary of the closing, (ii) BRL BRL60.0 million upon the second anniversary of the closing, (iii) BRL50.0 million upon the third anniversary of the closing and (iv) BRL20.0 million following the sixth anniversary of the closing, subject to any ongoing claims for which M-Trix is held indemnifiable. Only the Holdback Amount will be subject to adjustment by the the Interbank Deposit Certificate of Brazil (“CDI”).
In connection with the acquisition of M-Trix, we entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $26.8 million USD) to finance the transaction. The BRL Loan is subject to interest at the CDI rate plus a spread of 280 basis points. We settled the BRL Loan, including the accrued interest, during the third quarter of 2025.
We believe the acquisition will expand our presence in Latin America and allow for enhancements to our existing offerings. The acquisition was accounted for as a business combination using the acquisition method. See Note 3. “Acquisitions” in our notes to the consolidated financial statements for additional information.
Financial Highlights
This summary consolidated financial data (as reported) provides highlights from the results of operations that follows.
Year Ended December 31,
Revenue as a percentage of total
(in millions)
Revenue by segment:
Americas revenue
EMEA revenue
APAC revenue
Total Revenue
Revenue by product groupings:
Intelligence revenue
Activation revenue
Total Revenue
Our Business Strategy
Our business strategy is focused on generating long-term, profitable growth by delivering valued solutions to both new and existing clients within our industry groups and across our Intelligence and Activation solutions. We believe our ability to execute the following strategic growth initiatives will enable us to achieve our business strategy.
• Innovate, Launch and Expand New Products . We aim to expand existing client relationships by delivering innovative products and solutions that meet clients’ evolving needs. Our solutions are scalable across clients, verticals and geographies, and our continued investment in AI-powered technology enables us to develop new capabilities, enhance our existing offerings and expand client share of wallet. Enhanced cross-selling opportunities allow us to capture more of our clients’ data and analytics spend, increasing the average number of solutions used by our clients. Recent examples of our new product innovation include eCommerce Measurement, Omnishopper, Digital Shelf, Revenue Optimizer and Retail Activate, among others. Of our top clients measured by revenue contribution, 94% have adopted at least one of these new capabilities, purchasing two new products on average, and we estimate these new capabilities contributed approximately two percentage points of revenue growth in 2025. Among all of our clients, the adoption rate of these new solutions in 2025 was 30%, representing an actionable penetration opportunity of more than 70%.
• Increasing Our Subscription Revenue Base . We believe our global footprint, innovation focus, enhanced and expanded data coverage and AI-powered technology platform support our ability to maintain high renewal rates and increase Intelligence Subscription contract value through up-selling of additional solutions, modules, reads and regions. Our dedicated on-site client success teams work closely with clients, enhancing retention and satisfaction through our strong value proposition. In 2025, our client success teams generated more than 13,000 sales-ready leads, which we estimate resulted in more than $122.3 million of additional revenue. We also proactively engage clients in renewal discussions well in advance, focusing on solution quality and effectiveness, and we also deliver value-added product enhancements to support price increases. Our renewal strategy has enabled us to renew all of our largest clients by revenue that have come up for renewal since the 2021 Carve-Out Transaction and has led to Intelligence Subscription net dollar retention of 105% and Intelligence net dollar retention of 104% for 2025. We believe our ability to sustain and increase our existing subscription revenue base sets a foundation for future growth. We estimate that higher pricing from renewals contributed approximately three percentage points of revenue growth in 2025.
• Enhance Our Cross-Selling Penetration . Cross-selling within and across our Intelligence and Activation solutions increases the number of solutions our top clients use and enables us to capture more of our clients’ data and analytics budget. For example, among our Intelligence clients, the percentage of clients that purchased eCommerce solutions in the specific year increased from 9% in 2021 to 29% in 2025, driving 32% eCommerce revenue growth year over year while representing an attractive cross-sell opportunity in eCommerce to gain the more than 71% of clients that remain. We also have strong attachment rates from Intelligence to Activation, with approximately 78% of our Activation revenue in 2025 originating from existing Intelligence clients. We believe that there is a significant opportunity to expand relationships with existing clients through cross-selling and adoption of additional products.
• Expand Within New Verticals . We are committed to broadening our presence by increasing coverage across channels with enhanced data coverage. Within FMCG, we continue to expand across the pet, beauty, tobacco and beverage and alcohol industries. We believe we can capture additional TAM and white space in adjacent sectors such as financial services, government, advertising and other potential expansion areas including healthcare, media, logistics and FMCG distributors. In media specifically, our granular data and insights allow advertisers to target advertisements with high precision and measure the impact of, and returns on, their advertising spend. Additionally, we believe our ability to add and expand relationships with small business clients will also contribute to our growth. We estimate these new verticals, channels, and markets contributed approximately one percentage point of revenue growth in 2025.
• Increasing Profitability by Leveraging Our Scalable Operating Model . Our scalable “build once, deploy everywhere” business model, global presence and enhanced technology platform allow us to scale solutions rapidly, lower our cost to serve clients and grow revenue at increasing margins. We believe that our strategic focus on cost optimization and efficiency will continue to expand our margins. Our embedded AI capabilities and expansion to alternative data collection methods and sources have helped reduce our Cash Data Costs from 22% of revenue in 2021 to 15% in 2025. We are also reducing personnel costs by expanding our presence and talent in lower cost countries. The reduced operating costs and overhead savings through targeted efficiencies and synergies have strengthened our operating leverage. Our CEP is completed while cost synergies from the GfK Combination are expected to be substantially realized by 2026.
• Strong Free Cash Flow Generation . Our business model supports strong cash flow generation, driven by our recurring revenue base, efficient cost structure characterized by a primarily fixed cost base and limited maintenance capital expenditure requirements, which we expect to normalize as our investment in our transformation initiatives are substantially complete. We have a proven ability to deploy capital in strategic, value accretive M&A which complements our organic growth and further enhances our financial profile.
Factors Affecting Results of Operations
The following factors, among others described herein, have been important to our business, and we expect them to continue to impact our results of operations and financial condition in future periods:
• Impact of the GfK Combination and Other Recent Acquisitions and Sales. We regularly evaluate and pursue accretive acquisitions and have realized substantial growth through our acquisition strategy. On July 10, 2023, we completed the GfK Combination. GfK is a global information services company that provides technology-driven data and insights to its clients in the consumer T&D and retail industries. The combination of NIQ and GfK brought together two companies with highly compatible capabilities and created a global leader in consumer intelligence. Historically, our business has been operated through Intermediate Dutch Holdings B.V. and its consolidated subsidiaries, including our operating subsidiaries. Subsequent to the Combination Closing Date, our operations have included the operations of GfK SE (currently named GfK GmbH) and its consolidated subsidiaries, which comprise the GfK business that we acquired in the GfK Combination. Our consolidated financial statements for the year ended December 31, 2023 include the results of GfK from and after the Combination Closing Date (from July 10, 2023 to December 31, 2023). The combination has been a significant driver of our revenue, cost of revenue and other operating expenses since the Combination Closing Date. For the year ended December 31, 2024, the Company recognized a gain from the sale of GfK European Consumer Panel services business (the “GfK European Consumer Panel Business”) $12.4 million of which was on January 9, 2024 as required by the European Commission to address its competition and is presented as operations (as further described in Note 4. “ Operations and Disposals” of our notes to the consolidated financial statements) (the “Required GfK European Consumer Panel Service ”). Additionally, purchase accounting under GAAP requires that all assets acquired and liabilities assumed in a business combination be recorded at fair value on the acquisition date. As a result our acquisition strategy has resulted, and could result in the future, in significant charges for the amortization of acquired tangible and intangible assets (or , if any) recorded in our results of operations, which have materially impacted, and may continue to impact, our results of operations. Further, acquisitions can affect the comparability of our notes to the consolidated financial statements from period to period.
• Deconsolidation of Russian Entities. We have undertaken measures designed to limit the provision of services or support to Russian subsidiaries and the receiving or sending of any financial or other information to or from our Russian subsidiaries. Also, we have taken measures to stop the collection or sending of funds to or from Russia. While we continue to hold shares in our operational Russian subsidiaries, these entities are locally managed and act autonomously and are overseen solely by management within Russia without day-to-day or other supervision by us. We also do not have any non-Russian directors at the Russian subsidiaries level and have ceased to exert any control over such operations or receive any financial or other benefit therefrom.
• Sale of Netquest. On December 17, 2024, we entered into an agreement to sell our ownership interest in Netquest, a provider of panels primarily located in Europe acquired through the GfK Combination. On February 3, 2025, we completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The proceeds were primarily used to repay outstanding borrowings on the Revolver. See Note 4. “Discontinued Operations and Disposals” in our notes to the consolidated financial statements for additional information.
• Debt Refinancing. On January 24, 2025, the Credit Agreement was amended to reduce the interest rate spreads on the USD Term Loan and EUR Term Loan to 350 basis points. We expect that this repricing will generate approximately $62 million of annual interest expense savings. Additionally, on July 11, 2025, the Credit Agreement was further amended to reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points. Subsequently, on August 12, 2025, the Credit Agreement was amended to (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, (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 and (c) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points. We expect that these combined amendments will generate approximately $100 million of annual interest expense savings. During the third and fourth quarters of 2025, the Company met certain ratio levels in the Credit Agreement which resulted in reduced interest rate spreads of 225 basis points and 275 basis points for the USD Term Loan and EUR Term Loan, respectively. We expect that these reductions will generate approximately $9 million of annual interest expense savings.
• Gastrograph Acquisition. On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. We 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. We believe the Gastrograph Acquisition further strengthens NIQ’s AI capabilities and competitive differentiation to provide consumer packaged goods companies with The Full View TM .
• Acquisition of M-Trix. On July 10, 2025, we entered into a definitive agreement to acquire 100% of the share capital of M-Trix, a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $54.2 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $26.8 million USD) was paid upon the closing.
• Initial Public Offering. During the third quarter of 2025, we recognized a cumulative catch-up expense of approximately $42.2 million for share-based compensation, inclusive of approximately $18.1 million affiliated with Phantom Awards which are cash-settled awards that were granted by Advent to certain NIQ employees upon the Advent Acquisition. This was primarily driven by the completion of the Company’s IPO and the satisfaction of certain conditions associated with RSUs and Phantom Awards agreements.
Key Performance Metrics
We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions:
Intelligence Subscription Revenue
Subscription Revenue is defined as Annualized Revenue from subscription services associated with annual and multi-year contracts, and renewal licensing services within our Intelligence solutions; it excludes contracts and products, that are short-term in nature, which we define to mean less than 12 months in duration.
Annualized Revenue is defined as average annualized monthly contract value revenue over the trailing twelve months. Newly acquired client revenue is calculated by (i) annualizing the first month with positive contract value, then (ii) annualizing the monthly average contract value between the second month and eleventh month with positive contract value and then (iii) annualizing the average contract value across the trailing twelve months. Subscription Revenue and related metrics reported for the years ended December 31, 2025 and December 31, 2024 includes the annualized revenue. Annualized Revenue is not a forecast and the active contracts at the end of a reporting period used in calculating Annualized Revenue may or may not be extended or renewed by our clients.
Intelligence Revenue is defined as revenue generated from our Intelligence solutions, and Intelligence Subscription Revenue represents the underlying performance of our Intelligence subscription-based contracts. We believe Intelligence Subscription Revenue is useful to investors as a key indicator of the trajectory of our Intelligence Solutions performance. Intelligence Subscription Revenue growth is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. The following table summarizes our Annualized Intelligence Subscription Revenue for the periods presented:
Year Ended December 31,
(in millions)
Intelligence Subscription Revenue
Intelligence Subscription Revenue Growth
Intelligence Subscription Revenue as a percentage of Intelligence Revenue
Total Intelligence Subscription Revenue as a percentage of total Revenue
Net Dollar Retention (“NDR”)
NDR represents the amount of Annualized Revenue that we generate from our existing clients. To compute NDR for any period, we compare the Annualized Revenue for Intelligence Revenue or for Intelligence Subscription Revenue at the end of the prior year comparable quarter (“beginning of period Annualized Revenue”) to the Annualized Revenue from that same cohort of clients at the end of the current quarter (“retained Annualized Revenue”); we then divide the retained Annualized Revenue by the beginning of period Annualized Revenue to arrive at the NDR. The calculation includes the positive impact within the same cohort of clients of selling additional products, cross-selling products, price increases and the impact of clients who have returned after a short period in which they did not purchase our solutions. The calculation does not include the impact of revenue increases from acquiring new clients (whether from the ordinary course of business or acquisitions) during the period and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. NDR is used by our management as an indicator of our ability to retain and grow revenue from our existing clients, as well as the stability of our revenue and as such, we believe it can be useful for investors in evaluating the strength of our business. Since the Transformation Program began, the NDR for Intelligence Revenue has improved from the mid-90 percentage range prior to the 2021 Carve-Out Transaction to 104% for the year ended December 31, 2025, driven by similar increases in the NDR for Intelligence Subscription Annualized Revenue.
Year Ended December 31,
NDR for Intelligence Subscription Revenue
NDR for Intelligence Revenue
Gross Dollar Retention (“GDR”)
GDR represents the amount of prior period Annualized Revenue we have retained in the current period from existing clients. We compute GDR by comparing the Annualized Revenue (for Intelligence Revenue or for Intelligence Subscription Revenue ) from the prior year comparable quarter (“base Annualized Revenue”) to the Annualized Revenue from the same cohort of clients in the current comparable quarter, excluding the benefit of enhancements from any net upsell or pricing increases or the impact of clients who have returned after a short period in which they did not purchase our solutions (“retained Annualized Revenue”). We then divide the retained Annualized Revenue by the base Annualized Revenue. The calculation reflects only client losses and does not reflect client expansion or contraction, or revenue from new clients (whether from the ordinary course of business or acquisitions) and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. GDR is used by our management as an indicator of value that our solutions provide to our clients as represented by our ability to retain our existing client base and as such, we believe it can be useful for investors in evaluating the strength of our business.
Year Ended December 31,
GDR for Intelligence Subscription Revenue
GDR for Intelligence Revenue
Components of Results of Operations
Revenues
We report revenue according to three reporting segments: Americas, EMEA and APAC. Within these segments, we generate revenue from solutions in two product groupings: (i) Intelligence and (ii) Activation. Intelligence solutions include sales of retail omnichannel measurement, consumer panel, eCommerce and other data. Activation solutions include sales of customized analytics research and predictive models to improve decisions around product innovation, pricing, marketing and supply chain.
Cost of revenues (excluding depreciation and amortization)
Cost of revenues primarily include data acquisition costs, cloud costs, software and hardware maintenance costs and personnel related costs associated with these functions. Cost of revenues also includes cooperation arrangements, which are supply arrangements where we obtain data (i.e. point of sale data) from third-party vendors. These are typically annual multi-year contracts and fixed price in nature (as further described in Note 5. “Revenue” of our notes to the consolidated financial statements).
Selling, general and administrative expenses
Selling, general and administrative expenses primarily include personnel-related costs, costs for professional and consultancy services and occupancy costs.
Depreciation and amortization
Depreciation and amortization primarily includes amortization of internally developed software and acquired intangibles, which relate to computer software, client relationships, retail partnerships and trade names and trademarks. Depreciation primarily relates to buildings and leasehold improvements, as well as information and communication equipment.
Impairment of long-lived assets
Impairment of long-lived assets includes impairment charges related to operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
Restructuring, net
Restructuring charges include programs pursuant to which we realign operations to improve effectiveness and efficiency, such as reducing headcount and consolidation of operations. Restructuring charges primarily related to severance costs related to employee separation packages, which are calculated based on salary levels and past service periods.
Other operating income, net
Other operating income, net includes income from third-party subleases and charges to equity method investments to recover costs incurred by us for providing technology and other infrastructure services.
Interest expense, net
Interest expense, net primarily includes interest related to our term loans and Revolver, along with the associated amortization of debt discount and debt issuance costs.
Foreign currency exchange gain (loss), net
Foreign currency exchange gain (loss), net primarily relates to debt obligations denominated in a currency other than an entity’s functional currency as well as the impact of foreign exchange hedges.
Nonoperating expense, net
Nonoperating expense, net primarily includes costs associated with remeasurement of warrant to fair value prior to equity reclassification, gain or loss on deconsolidation of our Russian subsidiaries, write-off of unamortized debt discount and debt issuance costs, our factoring program, components of net periodic pension cost other than service cost, income from transition services agreement and settlement of tax indemnification.
Income tax expense from continuing operations
Income tax expense from continuing operations includes U.S. federal, U.S. state and non-U.S. income tax and withholding tax expense. We provide for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the audited consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
Discontinued operations
Discontinued operations include the operating results from the GfK European Consumer Panel Business that was divested in the Required GfK European Consumer Panel Services Divestiture. See Note 4. “Discontinued Operations and Disposals” in our notes to the consolidated financial statements for additional information.
Results of Operations
For the years ended December 31, 2025 and 2024, our results of operations were as follows:
Change
Year Ended December 31,
(in millions)
Revenues
Operating expenses:
Cost of revenues (excluding depreciation and amortization shown separately below)
Selling, general and administrative expenses
Depreciation and amortization
Impairment of long-lived assets
Restructuring, net
Other operating income, net
Total operating expenses
Operating income (loss)
Interest expense, net
Foreign currency exchange gain (loss), net
Nonoperating expense, net
Loss from continuing operations before income taxes
Income tax expense from continuing operations
Loss from continuing operations
Discontinued operations (Note 4):
Income from discontinued operations before income taxes
Income from discontinued operations
Net loss
Less: Net income attributable to noncontrolling interests
Net loss attributable to NIQ
Revenues
Revenues increased $225.8 million, or 5.7% for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Americas revenue increased by $82.0 million for the year ended December 31, 2025 driven by higher incremental Intelligence revenue of $66.7 million, representing an increase of 5.5% due to strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, and by higher incremental Activation revenue of $15.3 million, representing an increase of 4.5% driven by higher project demand and volumes. EMEA revenue also increased by $133.0 million for the year ended December 31, 2025 driven by higher incremental Intelligence revenue of $131.1 million representing an increase of 8.9% driven by strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, slightly offset by the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) and the deconsolidation of our Russia subsidiaries. In addition, APAC revenue increased by $10.8 million for the year ended December 31, 2025 driven by higher incremental Intelligence revenue of $11.4 million, representing an increase of 2.2%, driven by stronger demand for services.
Cost of revenues (excluding depreciation and amortization shown separately below)
Cost of revenues increased $90.5 million, or 5.1% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily driven by inflationary costs and increased personnel costs.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased $3.7 million, or 0.2%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily driven by productivity savings related to the NIQ Transformation program and synergies related to the GfK integration offset by increases driven by inflationary costs and changes in foreign currency exchange rates.
Depreciation and amortization
Depreciation and amortization increased $35.8 million, or 6.0%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase is driven by the increase in amortization for internally developed software and other intangibles for the same periods.
Impairment of long-lived assets
Impairment of long-lived assets decreased $30.0 million, or 96.5%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease is driven by the impairment of long-term assets associated with the deconsolidation of our Russian subsidiaries during the year ended December 31, 2024.
Restructuring, net
Restructuring charges decreased $54.5 million, or 55.3%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease in restructuring charges was driven by $61.7 million of lower severance costs associated with GfK Integration, as well as a $7.2 million increase in severance costs associated with our CEP. See Note 14. “Restructuring Activities” in our notes to the consolidated financial statements for additional information.
Other operating income, net
Other operating income decreased $2.5 million, or 9.3%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease is primarily attributable to a decrease in charges to equity method investments.
Interest expense, net
Interest expense, net decreased $93.0 million, or 22.6%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily driven by the 2025 debt refinancings. As a result of the refinancing, there was a decrease of $100.1 million in interest expense related to these loans. See Note 10. “Debt” in our notes to the consolidated financial statements for additional information.
Foreign currency exchange gain (loss), net
Foreign currency exchange gain (loss), net increased $112.4 million, or 328.7% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily driven by higher foreign currency gains of $121.7 million related to debt obligations denominated in a currency other than the entity’s functional currency.
Nonoperating expense, net
Nonoperating expense, net decreased $90.1 million, or 61.8% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This was primarily driven by year over year changes of $63.0 million related to the deconsolidation of our Russian subsidiaries, and $35.5 million related to the remeasurement of warrant to fair value prior to equity reclassification.
Income tax expense from continuing operations
Income tax expense from continuing operations increased $21.8 million, a change of 19.2% for the year ended December 31, 2025 as compared to the year ended December 31, 2024. For the years ended December 31, 2025 and 2024, the effective tax rate was (64.6)% and (16.5)%, respectively. The decrease in our effective tax rate for the year ended December 31, 2025, as compared to the year ended December 31, 2024 was primarily driven by a reduction in the pre-tax book loss, changes in jurisdictional earnings and an increase in withholding tax.
Income from discontinued operations before income taxes
We had no income from discontinued operations for the year ended December 31, 2025, compared to income of $12.5 million for the year ended December 31, 2024. This income relates to the GfK European Consumer Panel Business that was divested in the required GfK European Consumer Panel Services Divestiture which resulted in a $12.4 million gain recognized in connection with completing the sale during the year ended December 31, 2024. See Note 4. “Discontinued Operations and Disposals” in our notes to the consolidated financial statements for additional information.
Segment Results
Our segment disclosure is intended to provide investors with a view of the business that is consistent with management’s view of the Company. We manage our business and report our financial results through the following three segments:
• Americas, which includes North America and Latin America
• EMEA, which includes Europe, the Middle East and Africa
• APAC, which includes Asia Pacific and the western Pacific region
The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the years ended December 31, 2025 and December 31, 2024. We evaluate segment operating performance using segment Revenues and segment Adjusted EBITDA. See Note 17. “Reportable Segments” in our notes to the consolidated financial statements for additional information.
Americas
Year Ended December 31,
(in millions)
Segment Revenues
Segment Adjusted EBITDA
Segment Adjusted EBITDA Margin %
Segment Revenues
Americas’ segment revenues increased by $82.0 million, or 5.3%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Segment Intelligence revenue increased by $66.7 million due to strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets. Activation revenue increased by $15.3 million driven by higher project demand and volumes.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
Americas’ segment Adjusted EBITDA increased by $53.8 million, or 12.3% for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The change is primarily attributable to an increase in segment revenues for the year ended December 31, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, increased for the period.
EMEA
Year Ended December 31,
(in millions)
Segment Revenues
Segment Adjusted EBITDA
Segment Adjusted EBITDA Margin %
Segment Revenues
EMEA segment revenues increased by $133.0 million, or 7.7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily driven by segment Intelligence revenue which increased $131.1 million due to strong renewals, expansion in core services, cross-selling new capabilities, penetrating adjacent, high-growth markets and favorable currency exchange rates.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
EMEA segment Adjusted EBITDA increased by $110.7 million, or 24.7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase is primarily due to an increase in segment revenues for the year ended December 31, 2025. Segment costs, which primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, increased for the period.
APAC
Year Ended December 31,
(in millions)
Segment Revenues
Segment Adjusted EBITDA
Segment Adjusted EBITDA Margin %
Segment Revenues
APAC segment revenues increased by $10.8 million, or 1.6%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily driven by higher incremental Intelligence revenue of $11.4 million, driven by expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
APAC segment Adjusted EBITDA decreased by $10.5 million, or 7.0%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily driven by an increase in segment costs for the year ended December 31, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
Non-GAAP Financial Measures
We present EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Net Loss, Adjusted Net Loss per Share, Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth in the tables below as supplemental measures of our operating performance and liquidity. We consider them to be important supplemental measures of our performance and liquidity and believe they are useful to securities analysts, investors and other interested parties in their evaluation of our operating performance and liquidity. These measures reflect the results from the primary operations of our business by excluding the effects of certain items that we do not consider indicative of our core operations and ongoing operating performance.
Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. These non-GAAP financial measures are not presentations made in accordance with U.S. GAAP and should not be considered as an alternative to net income or loss, income or loss from operations or any other performance measure prepared and presented in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our consolidated financial statements, which are prepared in accordance with U.S. GAAP.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is defined as net loss attributable to NIQ excluding interest expense, net, income tax expense from continuing operations, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for Transformation Program costs, GfK integration costs, acquisition and transaction related costs, impairment of long-lived assets, foreign currency exchange (gain) loss, net, loss (gain) from discontinued operations, nonoperating items, net, share-based compensation expense and other operating items, net. Specifically, Adjusted EBITDA and Adjusted Net Loss allow for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenue. The following table shows EBITDA and Adjusted EBITDA for the periods presented, and the reconciliation to their most comparable GAAP measure, Net Loss Attributable to NIQ and Net Loss attributable to NIQ divided by Revenue, for the periods presented:
Year Ended December 31,
(in millions)
Net loss attributable to NIQ
Interest expense, net
Income tax expense from continuing operations
Depreciation and amortization
EBITDA
Transformation Program costs (1)
GfK integration costs (2)
Acquisitions and transaction related costs (3)
Impairment of long-lived assets (4)
Foreign currency exchange (gain) loss, net (5)
Gain from discontinued operations (6)
Nonoperating items, net (7)
Share–based compensation expense (8)
Other operating items, net (9)
Adjusted EBITDA
Net loss attributable to NIQ divided by Revenue
Adjusted EBITDA Margin
Adjusted EBITDA increased $176.0 million, or 23.8%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase primarily reflects strong organic constant currency revenue growth and savings from our CEP. The impact of the deconsolidation of our Russian subsidiaries and the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) had an unfavorable impact of $22.0 million. The unfavorable impact of foreign exchange on Adjusted EBITDA was $1.2 million. Adjusted EBITDA Margin increased 320 basis points for the year ended December 31, 2025 primarily due to strong revenue growth.
Footnotes to the table above:
(1) Transformation Program costs represent employee separation costs and costs associated with consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations. In addition, the Transformation Program includes costs associated with the accelerated technology investment that are incremental and redundant costs that will not recur after the Transformation Program is completed and are not representative of our underlying operating performance.
(2) GfK integration costs represent employee separation costs, consulting fees and integration costs associated with the GfK Combination.
(3) 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.
(4) Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(5) Foreign currency exchange (gain) loss, net primarily reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
(6) Gain from discontinued operations represents operations associated with the GfK European Consumer Panel Business that was divested in the Required GfK European Consumer Panel Services Divestiture to receive European regulatory approvals for the GfK Combination (see Note 4. “Discontinued Operations and Disposals” in our notes to the consolidated financial statements for additional information).
(7) Nonoperating items, net consists of adjustments primarily related to net period pension (cost) benefit, other than service cost, remeasurement of warrant to fair value, write-off of unamortized debt discount and debt issuance costs, deconsolidation of Russian subsidiaries, settlement of tax indemnification, factoring fees and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
Year ended December 31,
(in millions)
Nonoperating items, net
Deconsolidation of subsidiaries
Remeasurement of warrant to fair value
Net periodic pension benefit, other than service cost
Write-off of unamortized debt discount and debt issuance costs
Settlement of tax indemnification
Factoring fees
Other
(8) Share-based compensation expense consists of non-cash expense.
(9) Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the consolidated statements of operations.
Free Cash Flow
Free Cash Flow is defined as net cash provided by operating activities less cash paid for capital expenditures. Management believes Free Cash Flow, in conjunction with Cash from Operations, can be useful to investors as an indicator of liquidity since capital expenditures are a necessary component of ongoing operations. Management believes that capital expenditures are essential to our innovation and maintenance of our operational capabilities. The following tables show Free Cash Flow for the periods presented, and the reconciliation to its most comparable U.S. GAAP measure, net cash used in operating activities, for the periods presented.
Year Ended December 31,
(in millions)
Net cash provided by operating activities
Cash paid for capital expenditures
Free Cash Flow
Year Ended December 31,
(in millions)
Cash paid for interest
Free Cash Flow increased and improved for the year ended December 31, 2025, as compared to December 31, 2024 due to improved profitability as evidenced by a higher Adjusted EBITDA, lower transformation costs, lower additions to intangibles and lower cash paid for interest from post-IPO refinancing. In addition to cash paid for interest, our net cash provided by operating activities is affected by cash paid for income taxes of $131.5 million for the year ended December 31, 2025 and $118.2 million for the year ended December 31, 2024 as well as changes in net working capital of $58.6 million and $25.3 million for the years ended December 31, 2025 and 2024, respectively. See the consolidated statements of cash flows in our consolidated financial statements for additional information.
The days sales outstanding in 2025 and 2024 was 60 days and 59 days, respectively. The days sales outstanding was calculated by taking the trade receivables, net divided by the revenue from the results of operations and multiplying it by 365. The increase in days sales outstanding was due to our increased revenue growth which had a negative impact to net working capital (the difference between our current assets and current liabilities) and Free Cash Flow.
Adjusted Net Income (Loss) and Adjusted Income (Loss) Per Share
Adjusted Net Income (Loss) is defined as Net Loss Attributable to NIQ excluding special items deemed not to be reflective of ongoing or core operations. Adjusted Net Income (Loss) per Share is defined as Adjusted Net Income (Loss) divided by the Weighted Average Shares Outstanding.
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share are used by management and can be useful to investors as an indicator of our core business performance. Management uses these metrics to analyze the business operations and to adjust net loss for items, we believe do not accurately reflect our core business or that relate to non-cash expenses or noncontrolling interests.
The following tables shows Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share, for the periods presented, and the reconciliation to their most comparable GAAP measure, Net Loss attributable to NIQ and Earnings Per Share, respectively, for the periods presented:
Year Ended December 31,
(in millions)
Net loss attributable to NIQ
Adjustments to net loss attributable to NIQ
Transformation Program costs (1)
Amortization of certain intangible assets (2)
GfK integration costs (3)
Acquisitions and transaction related costs (4)
Impairment of long-lived assets (5)
Foreign currency exchange (gain) loss, net (6)
Nonoperating items, net (7)
Share-based compensation expense (8)
Other operating items, net (9)
Total Adjustments to net loss attributable to NIQ
Tax effect of above adjustments (10)
Income from discontinued operations (11)
Adjusted Net Income (Loss) attributable to NIQ
Basic and diluted loss per share:
Loss attributable to NIQ
Weighted average basic and diluted NIQ ordinary shares outstanding
Basic and diluted Adjusted Net Income (loss) per share:
Income (loss) attributable to NIQ
Adjusted Net Income (Loss) increased $211.1 million, or 141.5%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase is primarily due to revenue growth as well as savings related to the CEP program.
Footnotes to the table above:
(1) Transformation Program costs represent employee separation costs and costs associated with consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the Transformation Program is completed and are not representative of our underlying operating performance.
(2) Amortization of certain intangible assets consists of amortization costs of intangible assets which were recorded as part of purchase accounting. We exclude the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of amortizing intangible assets. Furthermore, the timing and magnitude of business combination transactions are not predictable, and the purchase price allocated to amortizable intangible assets is unique to each acquisition and can vary significantly from period to period and across companies. These costs are included in depreciation and amortization as part of the consolidated statements of operations.
(3) GfK integration costs represent employee separation costs, consulting fees and integration costs associated with the GfK Combination.
(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) Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(6) Foreign currency exchange (gain) loss, net reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
(7) Nonoperating items, net consists of adjustments primarily related to net periodic pension cost, other than service cost, remeasurement of the warrant to fair value, write-off of unamortized debt discount and debt issuance costs, deconsolidation of Russian subsidiaries, settlement of tax indemnification and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
Year ended December 31,
(in millions)
Nonoperating items, net
Net periodic pension benefit, other than service cost
Remeasurement of warrant to fair value
Write-off of unamortized debt discount and debt issuance costs
Deconsolidation of subsidiaries
Settlement of tax indemnification
Other
(8) Share-based compensation expense consists of non-cash expense.
(9) Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the consolidated statements of operations.
(10) Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 70.9% and 2,894.4%, a result of the minimal pre-tax book income, for the years ended December 31, 2025 and 2024, respectively. Our statutory rate is evaluated annually.
(11) Income from discontinued operations represents operations associated with the Consumer Panel Business that was divested in the Required GfK European Consumer Panel Services Divestiture to receive European regulatory approvals for the GfK Combination (see Note 4. “Discontinued Operations and Disposals” in our notes to the consolidated financial statements).
Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth
Organic Constant Currency Revenue Growth is calculated by dividing (a) our Revenues for the applicable period after (i) excluding the impact of acquisitions and similar transactions until the one-year anniversary of such acquisition or similar transaction, (ii) excluding the impact from lost sales related to the Russia Deconsolidation, (iii) excluding the impact of divestitures and (iv) excluding the impact of foreign currency exchange rates by translating local currency results to U.S. dollars at current period exchange rates as compared to prior period exchange rates, by (b) our Revenues for the prior comparable period. We believe Organic Constant Currency Revenue Growth provides investors with useful supplemental information about our revenue growth to assist in understanding the growth attributable to our core business, excluding the impact of currency fluctuation given the significant variability in revenues that can be driven by foreign currency exchange rates.
The following tables present Organic Constant Currency Revenue Growth for the year ended December 31, 2025 and 2024 . We present Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth as supplemental measures of our operating performance because they eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. Organic Constant Currency Revenue and Organic Constant Currency Growth should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
Year ended December 31,
Growth/ (Decline)
Organic Constant Currency Revenue Growth
(in millions)
Revenue Growth
Inorganic Items
Foreign
Exchange
Revenues
Revenue by segment:
Americas revenue
EMEA revenue
APAC revenue
Consolidated Organic Constant Currency Revenues for the year ended December 31, 2025 grew by 5.7%.
Americas Organic Constant Currency Revenues for the year ended December 31, 2025 grew by 5.9%.
EMEA Organic Constant Currency Revenues for the year ended December 31, 2025 grew by 7.2%.
APAC Organic Constant Currency Revenues for the year ended December 31, 2025 grew by 1.7%.
Liquidity and Capital Resources
Our liquidity needs generally arise from fluctuations in our working capital requirements, acquisitions, debt service obligations and capital expenditures. As of December 31, 2025, we had $750.0 million in available borrowing capacity under the Revolver, which combined with available cash of $518.8 million, provided liquidity of $1,268.8 million.
We expect to incur future expenditures on developing internally developed software. We capitalized $216.8 million and $226.8 million of internally developed software costs for the years ended December 31, 2025 and 2024, respectively. We expect to fund future uses of cash with a combination of existing cash balances, cash generated from operating activities, borrowings under the Revolver or new issuances of debt. We believe we have available resources to meet both our short-term and long-term liquidity requirements, including our debt services.
We communicate on a regular basis with our lenders regarding our financial and working capital performance, and liquidity position.
Our Credit Agreement (as defined below) 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 us to maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the agreement) if outstanding indebtedness exceeds a certain level. In addition, the debt agreement requires mandatory prepayments of the term loans if our excess cash flow (as defined in the agreement) exceeds a certain level.
Debt facilities
Term Loans and Revolver
We have a credit agreement (the “Credit Agreement”), comprising term loans and a revolving facility (the “Revolver”). In connection with the Credit Agreement, we are party to the Dutch Security Agreement and have pledged bank receivables and intercompany receivables (each as defined in the Dutch Security Agreement). Prior to January 2025, the term loans comprised 2023 tranches (“2023 USD Term Loan”, “2023 EUR Term Loan” and “2023 Liquidity Term Loan”, collectively “2023 Tranches”) issued to fund working capital and the GfK Combination and 2021 tranches (“2021 USD Term Loan” and “2021 EUR Term Loan”, collectively “2021 Tranches”) issued in connection with the 2021 Carve-Out Transaction (collectively, “2023 and 2021 Term Loans”).
We also entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $26.8 million USD) to finance the M-Trix Acquisition. We settled the loan, including the accrued interest, during the third quarter of 2025. See Note 3. “Acquisitions” in our notes to the consolidated financial statements for additional information.
2025 Debt Refinancing
On January 24, 2025, the Credit Agreement was amended to consolidate the 2023 Tranches and the 2021 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 the expense of $0.3 million in third-party legal fees. We recorded the loss in nonoperating income (expense), net. The 2021 CAD Term Loan and Revolver remain unchanged as a result of refinancing. 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 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 we 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 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, we used approximately $387.4 million of the net proceeds from the IPO 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, 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, we 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 the expense of $1.3 million in third-party legal fees. The amounts associated with the write-off were included in nonoperating expense, net.
The following table sets forth our outstanding indebtedness as of December 31, 2025:
(in millions)
December 31, 2025
USD Term Loan, less unamortized discount of $60.8
EUR Term Loan, less unamortized discount of $28.3
Revolver
Other debt
Total debt
Finance leases
Other financing obligations
Total debt, finance leases and other financing obligations
Less: Unamortized debt issuance costs
Less: Short-term debt and current portion of long-term debt
Total long-term debt
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. The Credit Agreement was also amended to reduce the interest rate spread on the USD Term Loan to 350 basis points.
On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the USD Term Loan to 250 basis points and extend the maturity date to October 31, 2030. We used net proceeds from the IPO to repay accrued interest on the USD Term Loan of $5.7 million. During the third and fourth quarters of 2025, the Company met certain ratio levels in the Credit Agreement which resulted in a reduced interest rate spread of 225 basis points. At December 31, 2025, the interest rate for the USD Term Loan was approximately 6.2%.
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). The Credit Agreement was also amended to reduce the interest rate spread on the EUR Term Loan to 350 basis points.
On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the EUR Term Loan to 300 basis points and extend the maturity date to October 31, 2030. We used 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. During the third and fourth quarters of 2025, the Company met certain ratio levels in the Credit Agreement which resulted in a reduced interest rate spread of 275 basis points. At December 31, 2025, the interest rate for the EUR Term Loan was approximately 4.7%.
2023 and 2021 Term Loans
The respective terms of each debt arrangement are further described below. The following table sets forth our outstanding indebtedness as of December 31, 2024:
(in millions)
December 31, 2024
2023 USD Term Loan, less unamortized discount of $66.3
2023 EUR Term Loan, less unamortized discount of $36.7
2023 Liquidity Term Loan, less unamortized discount of $27.3
2021 USD Term Loan, less unamortized discount of $2.1
2021 EUR Term Loan, less unamortized discount of $1.3
2021 CAD Term Loan, less unamortized discount of $0.2
Revolver
Other debt
Total debt
Finance leases
Other financing obligations
Total debt, finance leases and other financing obligations
Less: Unamortized debt issuance costs
Less: Short-term debt and current portion of long-term debt
Total long-term debt
2023 USD Term Loan
On July 10, 2023, the Credit Agreement was amended to issue a U.S. Dollar term loan (“2023 USD Term Loan”) in the aggregate principal amount of $980.0 million. The 2023 USD Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $107.8 million. The 2023 USD Term Loan is subject to interest at term Secured Overnight Financing Rate (“SOFR”) plus a spread of 625 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 USD Term Loan from 625 basis points to 475 basis points. On July 18, 2024, the Credit Agreement was further amended to issue additional debt of $20.0 million within the 2023 USD Term Loan. In connection with these amendments, we recognized a loss of $19.6 million, which included $15.7 million for the write-off of unamortized discount and $3.9 million for the write-off of unamortized debt issuance costs. The amounts associated with the write-off were included in nonoperating expense, net. At December 31, 2024, the interest rate for the 2023 USD Term Loan was approximately 9.3%.
2023 EUR Term Loan
On July 10, 2023, the Credit Agreement was amended to issue a Euro term loan (“2023 EUR Term Loan”) in the aggregate principal amount of €500.0 million (equivalent to approximately $550.0 million USD). The 2023 EUR Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of €55.0 million (equivalent to approximately $60.5 million USD). At commencement, the 2023 EUR Term Loan was subject to interest at Euro LIBOR plus a spread of 650 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 EUR Term Loan from 650 basis points to 475 basis points. On July 18, 2024, the Credit Agreement was further amended to issue additional debt of €123.5 million (equivalent to approximately $135.0 million USD) within the 2023 EUR Term Loan. In connection with these amendments, we recognized a loss of $6.7 million, which included $5.4 million for the write-off of unamortized discount and $1.3 million for the write-off of unamortized debt issuance costs. The amounts associated with the write-off were included in nonoperating expense, net. At December 31, 2024, the interest rate for the 2023 EUR Term Loan was approximately 7.8%.
2023 Liquidity USD Term Loan
On February 28, 2023, the Credit Agreement was amended to issue a U.S. Dollar term loan (“2023 Liquidity Term Loan”) in the aggregate principal amount of $475.0 million. The 2023 Liquidity Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $52.3 million. At commencement, the 2023 Liquidity Term Loan was subject to interest at term SOFR plus a spread of 625 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 Liquidity Term Loan from 625 basis points to 475 basis points. In connection with this amendment, we recognized a loss of $9.5 million, which included $7.6 million for the write-off of unamortized discount and $1.9 million for the write-off of unamortized debt issuance costs. The amounts associated with the write-off were included in nonoperating expense, net. At December 31, 2024, the interest rate for the 2023 Liquidity Term Loan was approximately 9.3%.
2021 USD Term Loan
On March 5, 2021, a U.S. Dollar tranche (“2021 USD Term Loan”) was issued in the aggregate principal amount of $950.0 million. The 2021 USD Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $4.8 million. From the commencement date through November 29, 2021, the 2021 USD Term Loan was subject to interest at LIBOR plus a spread of 375 to 400 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to issue additional debt within the 2021 EUR Term Loan which is further described below. We used the proceeds to pay down the 2021 USD Term Loan by approximately $111.6 million. The amended Credit Agreement also reduced the interest rate spread to a range of 350 to 375 basis points dependent on certain ratio levels. On July 10, 2023, the Credit Agreement was amended to replace LIBOR with term SOFR. At December 31, 2024, the interest rate for the 2021 USD Term Loan was approximately 8.4%.
2021 EUR Term Loan
On March 5, 2021, a Euro tranche (“2021 EUR Term Loan”) was issued in the aggregate principal amount of €545.0 million (equivalent to approximately $650.0 million USD). The 2021 EUR Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of €2.7 million (equivalent to approximately $3.3 million USD). From the commencement date through November 29, 2021, the 2021 EUR Term Loan was subject to interest at Euro LIBOR plus a spread of 350 to 400 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to issue additional debt within the 2021 EUR Term Loan of €250.0 million (equivalent to approximately $283.5 million USD). We used the proceeds to pay down the 2021 USD Term Loan as described above and to finance other acquisitions. The amended Credit Agreement also reduced the interest rate spread for the 2021 EUR Term Loan to a range of 325 to 375 basis points dependent on certain ratio levels. At December 31, 2024, the interest rate for the 2021 EUR Term Loan was approximately 6.8%.
2021 CAD Term Loan
On March 5, 2021, a Canadian dollar tranche (“2021 CAD Term Loan”) was issued in the aggregate principal amount of C$128.0 million (equivalent to approximately $100.0 million USD). The 2021 CAD Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of C$0.6 million (equivalent to approximately $0.5 million USD). From the commencement date through November 29, 2021, the 2021 CAD Term Loan was subject to interest at Canadian Dollar Offered Rate (“CDOR”) plus a spread of 450 to 475 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to reduce the interest rate spread to a range of 400 to 425 basis points dependent on certain ratio levels. At December 31, 2024, the interest rate for the 2021 CAD Term Loan was approximately 7.9%.
On August 12, 2025, the Credit Agreement was amended to use net proceeds from the IPO to repay in full the 2021 CAD Term Loan in the amount of C$122.6 million (approximately $89.0 million USD).
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. On June 28, 2024, the Credit Agreement was amended to extend the maturity date of the Revolver to March 5, 2028. At December 31, 2025, the maximum borrowing capacity and available borrowing capacity under the Revolver was $750.0 million due to no outstanding borrowings as of the reported date. At December 31, 2024, the maximum borrowing capacity was $638.3 million with an available borrowing capacity of $274.3 million due to outstanding proceeds as of the reported date.
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.
At December 31, 2024, the weighted-average interest rate for borrowings under the Revolver was approximately 8.1%.
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 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, we 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 amended to reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels.
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 that we 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 our excess cash flow (as defined in the Credit Agreement) exceeds a certain level.
We were in compliance with all relevant covenants contained in the Credit Agreement as of December 31, 2025.
Cash Flow
The following table summarizes our cash flows for the periods presented:
Year Ended December 31,
(in millions)
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash provided by (used in) financing activities
Effect of exchange-rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Operating Activities
For the year ended December 31, 2025 as compared to the year ended December 31, 2024, cash provided by operating activities increased by $224.8 million, primarily driven by a favorable decrease in net loss of $446.4 million adjusted for non-cash movement including (i) an increase in share-based compensation of $56.4 million primarily due to our IPO, (ii) an increase of $51.5 million in other operating activities, net, largely reflecting lower amortization of interest rate derivative contracts and cross-currency swaps settled prior to their contractual maturities, (iii) an increase of $35.8 million in depreciation and amortization and (iv) a decrease in deferred income taxes of $29.5 million, partially offset by unfavorable movement in non-cash items including (i) an increase of $126.7 million in foreign currency exchange (gain) loss, net, primarily driven by higher foreign currency gains related to debt obligations denominated in a currency other than the entity’s functional currency, (ii) an increase of $63.0 million in the (gain) loss on the deconsolidation of subsidiaries and related adjustments due to the deconsolidation of our Russian subsidiaries in 2024, (iii) a decrease of $35.5 million in the mark-to-market remeasurement of the Warrant liability, (iv) a decrease of $30.0 million in of long-lived assets due to long-lived assets, which were in connection with the the deconsolidation of our Russian subsidiaries in 2024 and (v) net movements in operating assets and liabilities of $126.8 million.
The net movements in operating assets and liabilities include (i) an unfavorable decrease of $126.4 million in accounts payable and other current liabilities largely driven by the settlement of restructuring and other payroll obligations during the year ended December 31, 2025 that were initially recorded in 2024, (ii) an unfavorable change of $25.7 million in other noncurrent assets, net of noncurrent liabilities and (iii) an increase of $12.0 million in prepaid expenses and other current assets, partially offset by a favorable decrease of $41.7 million in trade and other receivables largely due to improved cash collections.
Investing Activities
For the year ended December 31, 2025 as compared to the year ended December 31, 2024, the decrease of $245.2 million in net cash (used in) provided by investing activities was due primarily to a decrease in disposal activity of $247.9 million related to the sale of Netquest in February 2025 for cash considerations of $66.2 million, as compared to the sale of GfK’s Consumer Panel business in January 2024 for net cash proceeds of $301.7 million along with an increase in acquisition activity of $58.8 million due to the Gastrograph Acquisition for cash consideration of $11.9 million and the M-Trix Acquisition for cash consideration of approximately $26.7 million, as compared to the $20.2 million favorable working capital adjustment received in the first quarter of 2024 for the GfK Combination.
Financing Activities
For the year ended December 31, 2025 compared to the year ended December 31, 2024, the increase of $242.6 million in net cash provided by (used in) financing activities was due primarily to proceeds from our IPO, net of underwriters discounts and commissions, of $1,005.4 million and lower dividends paid to noncontrolling interests of $4.9 million, partially offset by (i) an increase in repayments of debt of $620.3 million primarily related to the paydown of the Revolver for $533.4 million and paydown of the 2021 CAD Term Loan for approximately $89.0 million in connection with the use of net proceeds from the IPO, (ii) a decrease in net proceeds received of $102.7 million primarily related to a decrease in net proceeds received from the Revolver for the year ended December 31, 2025 compared to the year ended December 31, 2024, (iii) an $8.4 million increase in debt issuance costs paid related to the 2025 debt refinancings and (iv) a $21.7 million payment of deferred offering costs following the Company’s IPO.
Cash requirements
As of December 31, 2025, we have cash requirements for long-term debt payments, leases and other liabilities. For lease-related information, see Note 9. “Leases” in our notes to the consolidated financial statements for additional information. For debt related information, see Note 10. “Debt” in our notes to the consolidated financial statements for additional information. For pension-related information, see Note 15. “Pension and Other Post-Retirement Benefits” in our notes to the consolidated financial statements for additional information. For commitment and contingency-related information, see Note 19. “Commitments and Contingencies” in our notes to the consolidated financial statements for additional information.
As of December 31, 2025, we had the following obligations:
• Long-term debt obligations, of $3,619.2 million are expected to be paid out as follows: $26.7 million in 2026, $51.0 million in 2027, $22.9 million in 2028, $22.9 million in 2029 and $3,495.7 million in 2030.
• Operating lease payments of $316.4 million are to be paid annually as follows: $73.6 million in 2026, $57.7 million in 2027, $45.4 million in 2028, $30.0 million in 2029, $24.2 million in 2030 and $85.5 million thereafter.
• Finance lease payments of $77.6 million are to be paid annually as follows: $33.7 million in 2026, $27.9 million in 2027, $10.2 million in 2028, $2.6 million in 2029, $0.4 million in 2030 and $2.8 million thereafter.
• Estimated future benefit payments under our defined benefit plans are as follows: $39.8 million in 2026, $41.4 million in 2027, $38.4 million in 2028, $40.5 million in 2029, $42.5 million in 2030 and $219.7 million thereafter until 2035.
• Minimum annual payments under our purchase obligations mostly related to cooperation arrangements and technology contracts of $844.6 million are to be paid out as follows: $298.7 million in 2026, $185.4 million in 2027, $154.3 million in 2028, $132.4 million in 2029, $18.3 million in 2030 and $55.5 million thereafter.
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenue and expenses during the reporting periods, and the related disclosures in our consolidated financial statements and accompanying notes. We evaluate our estimates on an ongoing basis, and we base our estimates on historical experience, management’s judgment and input from other third parties from information available at the time. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.
The accounting policies that we believe are critical in the preparation of our consolidated financial statements are described below. For a description of our other significant accounting policies, see Note 2. “Summary of Significant Accounting Policies” in our notes to the consolidated financial statements.
Capitalized Internally Developed Software Costs
Software development costs consist primarily of personnel salaries and third-party service providers incurred in the development of new internal developed software solutions. When determining whether applicable costs qualify for capitalization, we use judgment in distinguishing between the preliminary project and application development stages of the project. Costs that are related to the conceptual formulation and design of software programs are expensed as incurred. The application development stage costs generally include costs associated with internal-use software configuration, coding, installation and testing. We determine the amount of internally developed software costs to be capitalized based on the amount of time spent by developers and third parties on projects in the application stage of development. We also capitalize certain costs related to specific upgrades and enhancements when it is probable the expenditures will result in significant additional functionality. Amortization of capitalized internally developed software begins on the date the software is placed in service and the amortization period is based on estimated useful life. Estimates and assumptions include determining the appropriate amortization period based on the estimated useful life and assessing the unamortized cost for impairment. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Goodwill
We test goodwill for impairment on an annual basis in the fourth quarter or more frequently if impairment indicators exist. We have designated October 1 as the date when the annual assessment is performed. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the quantitative impairment test is unnecessary. We have established, and will continue to evaluate, reporting units that are based on our internal reporting structure and define such reporting units as our operating segment level or one level below. We identified new operating segments during the third quarter of 2024, which changed the composition of its reporting units. Accordingly, the Company reassigned goodwill to the new reporting units using a relative fair value allocation approach. We performed a goodwill impairment test immediately before and after the reporting structure’s reorganization. Goodwill was tested for on a reporting unit level and the evaluation involved comparing the fair value of each reporting unit to its carrying value. The fair values of the reporting units were determined using a discounted cash flow analysis, and consideration was also given to market multiples. There were no identified as a result of these tests. Upon this reorganization, our operating segments consisted of North America and Latin America within the Americas reportable segment, Western Europe and Eastern Europe, Middle East and Africa within the EMEA reportable segment and Asia Pacific within the APAC reportable segment.
If the quantitative impairment test is required, goodwill is tested for impairment by determining if the reporting unit carrying values exceed their fair values. The estimates of fair value are determined using a combination of valuation techniques, primarily an income approach using a discounted cash flow analysis supplemented by a market-based approach. A discounted cash flow analysis requires the use of various assumptions, including expectations of future cash flows, growth rates, discount rates and tax rates in developing the present value of future cash flow projections. Our projections of future cash flows are based on management’s best estimate of future cash flows and include judgment around future capital expenditures and working capital requirements, assumed growth rates and expectations around general market conditions. The market-based approach utilizes available market comparisons such as indicative industry multiples that are applied to current year revenue and earnings as well as recent comparable transactions. As a result of the inherent uncertainty associated with formulating these estimates, actual results could differ from those estimates.
Fair value is estimated using an income approach model based on the present value of expected future cash flows utilizing a risk adjusted discount rate. The discount rate represents the weighted average cost of capital, which is reflective of a market participant’s view of fair value given current market conditions, expected rate of return, capital structure, debt costs and peer company comparisons. The discount rate is believed to adequately reflect the overall inherent risk and uncertainty involved in the operations and industry. The cash flows that extend beyond the final year of the discounted cash flow model are estimated using a terminal value technique, whereby the estimated operating cash flows minus capital expenditures are adjusted for changes in working capital in the final year of the model and discounted by the risk-adjusted discount rate to establish the terminal value. The present value of the terminal value is included in the fair value estimate.
If the carrying amount of the reporting unit exceeds fair value, an impairment charge will be recognized in an amount equal to that excess. There was no impairment of goodwill during the years ended December 31, 2025, 2024 and 2023.
Business Combinations
Assets acquired and liabilities assumed in acquisitions are recorded at fair value as of the acquisition date. Fair value determinations involve significant estimates and assumptions about several highly subjective variables, including future cash flows, discount rates and expected business performance. There are also different valuation models and inputs for each component, the selection of which requires considerable judgment. Our estimates and assumptions may be based, in part, on the availability of listed market prices or other transparent market data. These determinations will affect the amount of amortization expense recognized in future periods. We base our fair value estimates on assumptions we believe are reasonable, but we recognize that our assumptions are inherently uncertain. Depending on the size of the purchase price of a particular acquisition, the mix of intangible assets acquired and expected business performance, the purchase price allocation could be materially impacted by applying a different set of assumptions and estimates. See Note 3. “Acquisitions” in the notes to the consolidated financial statements for further information on fair value estimation method for our business combinations.
Defined Benefit Pension Plans
We sponsor both funded and unfunded defined benefit pension plans for some of our employees. This includes various defined benefit plans covering employees in North America, Europe and Asia. Liabilities and expenses for pension benefits are determined using actuarial methodologies and incorporate significant assumptions, including the interest rate used to discount the future estimated cash flows, the expected long-term rate of return on plan assets and several assumptions relating to the employee workforce (salary increases, retirement age and mortality). Unrealized gains and losses related to our defined benefit pension obligations are recognized as a component of other comprehensive loss within shareholder’s equity.
The most significant assumptions include a discount rate, and an expected long-term rate of return on plan assets.
We use the spot-rate approach to calculate the discount rate for our retirement benefit pension plans. Under the spot-rate approach, we use individual spot rates along the yield curve that correspond with the timing of each future cash outflow for benefit payments to calculate interest cost and service cost within net periodic benefit costs. At December 31, 2025, December 31, 2024 and December 31, 2023, the consolidated weighted-average discount rate of all plans was 4.3%, 4.1% and 3.9%, respectively, and these rates were used to measure the projected benefit obligation at each respective year end. We believe this approach provides a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and their corresponding spot rates on the yield curve.
The expected long-term rate of return on pension plan assets was based on a review of the historical returns of the asset classes in which the assets of the pension plans are invested and long-term economic forecast for the type of investments held by the plans. The historical returns on these asset classes were weighted based on the expected long-term allocation of the assets of the pension plans. The actual return on plan assets will vary year to year from this assumption. The pension plans’ assets are measured at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Equity Award Valuations
Share-based compensation awards offered by NIQ to its employees are measured using a fair-value-based method. Prior to our IPO, given the absence of a public trading market for the profit interest units underlying our equity-based compensation awards, the grant-date fair value was determined by our management and the board of directors, based on valuations prepared by an independent third-party valuation firm. These third-party valuations were performed using generally accepted valuation approaches for determining the enterprise value, specifically income and market approaches. The income approach utilizes the discounted cash flow method, which establishes the value of an enterprise based on the present value of future cash flows that are reasonably reflective of our future operations, discounting to the present value with an appropriate risk adjusted discount rate or capitalization rate. The market approaches assume the value of an asset is equal to the value of a substitute asset with similar characteristics and can include the guideline public company method and guideline acquisitions method. Weightings are applied to reflect the merits and shortcomings of each method. The concluded total enterprise value for our predecessor was determined using the above-mentioned methods allocated to the individual classes of shares.
In accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, we considered the various methods for allocating the enterprise value to determine the fair value of shares at the applicable valuation date. Based on the specific rights and preferences of the underlying share classes, we allocate the value to the respective share classes utilizing a Monte Carlo simulation (“MCS”) method, under which potential future enterprise values at an expected liquidity date are simulated and then allocated based on the contractual waterfall between the classes of shares. The main inputs into the MCS model are the underlying equity being allocated, the expected timing of a liquidity event, the expected volatility and the risk-free rate of return. A discount for lack of marketability is applied to the result of the equity allocation method. Application of these approaches involved the use of estimates, judgments and assumptions that are complex and subjective, such as those regarding assigning weights to the various methodologies, preparation of financial forecasts, determination of discount rates, selection of comparable companies and market multiples, assumptions for volatility and the probability of possible future events.
In addition, our board, with input from management, considered various objective and subjective factors to determine the fair value of shares, including, but not limited to:
• our results of operations and financial position, including our levels of available capital resources;
• our business conditions and revenue and cost projections;
• the valuation of publicly traded companies in the data analytics sector, as well as recently completed mergers and acquisitions of peer companies;
• the lack of marketability of shares as a private company; and
• trends, developments and conditions in our industry.
Changes in any or all of these estimates and assumptions, or changes in the relationships between those assumptions, impacted our valuations as of each valuation date and could have a material impact on the valuation of shares.
For valuations following our IPO, the fair value of our ordinary shares is determined based on the quoted closing market price as reported on the date of grant.
Warrant Liability
In connection with the Advent Acquisition, VNU International B.V., an affiliate of Nielsen, was issued a warrant to subscribe for up to 184,284 shares of AI PAVE Dutchco I B.V. with an exercise price of $1,627.92 per share (the “Warrant”). Prior to the IPO, we recognized the Warrant as a liability-classified instrument and remeasured the instrument to fair value each reporting period using the Black-Scholes option pricing model. We were required to make certain assumptions and estimates in determining an appropriate enterprise value, term, risk-free interest rate and volatility. Changes in any or all of these estimates and assumptions, or changes in the relationships between those assumptions, impacted our valuations as of each valuation date and could have a material impact on the valuation of the Warrant.
See Note 11. “Fair Value of Financial Instruments” of our notes to the consolidated financial statements for further detail on the Warrant.
Recent Accounting Standards
See Note 2. “Summary of Significant Accounting Policies” of our notes to the consolidated financial statements for a discussion of recently adopted and recently issued accounting standards applicable to us and the impact of those standards on our consolidated financial statements and related disclosures.
