NIQ 10-K & 10-Q changes, risk factors and insider trading

In addition to the other information set forth in this Report, you should carefully consider the riskrisks and uncertainties described under “Risk Factors” in our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in the 2025 Annual Report on Form 10-K and this Quarterly Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to management or that management currently deems to be immaterial also may materially and adversely affect our business, financial condition or operating results. Our Risk Factors have remained materially unchanged from those disclosed in our 2025 Annual Report on Form 10-K.

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

We operate our business through three reportable segments: (1) Americas, which includes North America and Latin America; (2) EMEA, which includes Europe, the Middle East, Africa and South Asia; and (3) APAC, which includes Asia and the western Pacific region. We generate revenue from solutions in two product groupings: (i) Intelligence (Consumer Measurement) and (ii) Activation (Consumer Analytics). Intelligence solutions include a combination of our retail measurement, consumer behavior and insights and retailer solutions, which are utilized by both consumer brands and retailer clients. Activation solutions include customized analytics and predictive models to improve decision making around product, pricing, marketing and supply chain. We typically initiate client relationships through one of our core Intelligence solutions which we typically sell under multi-year or annual subscription contracts granting clients access to our core software and data solutions. Our Intelligence solutions accounted for approximately 82%81% of our revenue for both the three and six months ended MarchJune 31,30, 2026. Our Intelligence subscription revenue for the threesix months ended MarchJune 31,30, 2026 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 104%.105%. These subscription-based contracts typically contain built-in, annual, price and product enhancement escalators. With the enhancements of our data coverage, product innovation and AI-powered technology platform, we believe that we have been able to consistently increase client satisfaction and execution on our value-based pricing strategy. Individual contract values vary based on the number of countries and modules desired, such as the number of eCommerce or omnichannel reads that the client elects to purchase at the time of initial contracting or thereafter during the contract term.

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

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

•Debt Refinancing. On January 24, 2025, the Credit Agreement was amended to reduce the interest rate spreads on the USD Term Loan and EUR Term Loan to 350 basis points. We expect that this repricing will generate approximately $62 million of annual interest expense savings. Additionally, on July 11, 2025, the Credit Agreement was further amended to reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points. Subsequently, on August 12, 2025, the Credit Agreement was most recently amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels and (c) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. We expect that thesethe combinedJuly and August 2025 amendments will generate approximately $100 million of annual interest expense savings. Since the third quarter of 2025, we have maintained certain ratio levels in the Credit Agreement which continue to allow a reduced interest rate spread of 225 and 275 basis points for the USD Term Loan and EUR Term Loan, respectively. We expect that these reductions will generate approximately $9 million of annual interest expense savings.

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,value and then (iii) annualizing the average contract value across the trailing twelve months. Subscription Revenue and related metrics reported for the threesix months ended MarchJune 31,30, 2026 and March 31, 2025 includes the annualized revenue. Annualized Revenue is not a forecast and the active contracts at the end of a reporting period used in calculating Annualized Revenue may or may not be extended or renewed by our clients.

Intelligence Revenue is defined as revenue generated from our Intelligence solutions,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:

Cost of revenues (excluding depreciation and amortization) primarily include data acquisition costs, cloud costs, software and hardware maintenance costs and personnel related costs associated with these functions. Cost of revenues also includes cooperation arrangements, which are supply arrangements where we obtain data (i.e. point of sale data) from third-party vendors. These are typically annual multi-year contracts and fixed price in nature (as further described in Note 4.5. “Revenue” of our notes to the unaudited condensed consolidated financial statements.)

Nonoperating expense,(expense) income, net

Nonoperating expense,(expense) income, net primarily includes costs associated with remeasurement of warrant to fair value prior to equity reclassification, write-off of unamortized debt discount and debt issuance costs, costs associated with our factoring program, components of net periodic pension benefit other than service cost, income from transition services agreement and settlement of tax indemnification.

For the three months ended MarchJune 31,30, 2026 and 2025, our results of operations were as follows:

Revenues increased $106.8$83.4 million, or 11.1%,8.0%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, primarily reflecting solid growth acrossin the Americas and EMEA regions, partially offset by softer performance in APAC. Growth in the quarter was driven primarily by expansion across the existing client base andbase, increased service delivery,delivery withand pricing strategy providing meaningful contribution.initiatives. Intelligence performancerevenues benefited from broader coverage,coverage and increased service driven by enhanced granularity across offerings, while Activation growthrevenues wasincreased supporteddue byto expansion across solutions, higher volumes and a broader scope of services delivered.

Cost of revenues increased $44.2$50.8 million, or 10.3%,11.3%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily driven by expanded retail data engagements centered around investments into expanded coverage, granularity and panel expansion, as well as increased variable spend directly tied to increased revenue volume.

Selling, general and administrative expenses increaseddecreased $24.4$1.8 million, or 6.6%,0.4%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The increasedecrease wasprimarily reflects lower spending across general and administrative activities due primarily to inflationarycontinued costsfocus andon increasedcost personnel costs to support the growing business.discipline.

Depreciation and amortization increased $5.2$0.7 million, or 3.5%,0.5%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily dueattributable to anroutine increasechanges in amortization for internally developed software for the sameunderlying periods.asset base.

Impairment of long-lived assets decreased $0.7$0.1 million for the three months ended MarchJune 31,30, 2026, remaining relatively stable as compared to the three months ended MarchJune 31,30, 2025. This decrease is driven by the impairment of operating lease right-of-use assets during the three months ended March 31, 2025.

Restructuring, net increased $60.3$8.3 million,million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The increase inwas restructuring charges wasprimarily driven by (i)charges associated with the 2026 ProgramProgram, costs which includeincluding employee separation costs asand well as additional costsinvestments to further streamline the organization through accelerated technology investmentinitiatives incurredintended to improve efficiency, customer satisfaction, product innovation and productivityproductivity. andIncreases (ii)were non-cashpartially share-basedoffset compensationby expensereversals ofrelated $9.5to millionprior arisingrestructuring from award modifications as a result of Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.programs. See Note 11.12. “Restructuring Activities” in the notes to the unaudited condensed consolidated financial statements for additional information.

Other operating income, net increased $0.7$0.4 million, or 11.5%,7.3%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025.2025, Theremaining increaserelatively isstable primarilyperiod attributableover to sublease income from our leasing arrangements.period.

Interest expense, net decreased $25.0$40.1 million, or 29.9%,42.1%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by the repayment of debt in connection with the IPO, as well as post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest expense savings. See Note 7.8. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.

Foreign currency exchange gain, net decreased by $26.4$56.7 millionmillion, toor a net gain of $5.6 million98.8%, for the three months ended MarchJune 31,30, 2026.2026, as compared to the three months ended June 30, 2025. The decrease was primarily drivenattributable byto higherless favorable foreign currency lossesmovements, relatedparticularly to the depreciation ofbetween the US Dollardollar againstand Euro, which resulted in lower remeasurement gains in the Euro.current year period.

Nonoperating expense,(expense) income, net

Nonoperating expense,(expense) income, net decreased $58.8$22.9 million, or 100.0%,million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by the remeasurementabsence of (i) warrant to fair value remeasurements and write-off(ii) gains recognized in the prior year related to certain adjustments following the deconsolidation of debtour issuanceRussian costs that occurred during the three months ended March 31, 2025.subsidiaries.

Income tax expense increased $2.3by million,$13.8 a change of 9.9%million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. For the three months ended MarchJune 31,30, 2026 and 2025, the effective tax rate was (41)%404% and (25)%,103%, respectively. The increase in our effective tax rate for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 was primarily driven by an increase in pre-tax book income and changes in jurisdictional earnings.earnings offset by current year benefit in uncertain tax positions.

The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the three and six months ended MarchJune 31,30, 2026 and 2025. Segment results have been adjusted retrospectively to reflect changes in the reportable segments. We evaluate segment operating performance using segment revenues and segment Adjusted EBITDA. See Note 13.14. “Reportable Segments” in the notes to the unaudited condensed consolidated financial statements for additional information.

Americas’Americas segment revenues increased by $51.6$49.1 million, or 13.6%,12.1%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025,2025. The increase was primarily driven primarily by strong retention, expansion revenueretention and increasedgrowth servicewithin across theour existing client base.base, inclusive of expanded service offerings and higher customer demand. Segment Intelligence revenue increased by $36.4$34.5 million due to strong retention complemented by value-based pricing, supplemented by panel and e-Commerce expansion revenue and increased service driven by expanded coverage and granularity across product offerings. Segment Activation revenue increased by $15.2$14.6 million driven by expansion revenue, higher project demanddemand, volume increases and volumecontributions increases.from the M-trix acquisition.

Americas’Americas segment Adjusted EBITDA increased by $14.3$13.6 million, or 13.2%10.5% for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. Segment Adjusted EBITDA Margin decreased by 0.1%0.4% for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The changeincrease in segment Adjusted EBITDA was primarily attributable to the increase in segment revenues fordiscussed theabove, three months ended March 31, 2026,partially offset by increasedhigher segment costs, which primarily include spend from personnel costs to support the revenue growth, expanded retail data acquisition, personnel-related costs, cloud costs, softwareengagements and hardwarevariable maintenancespend coststied andto occupancyincreased costs.revenue volume.

EMEA segment revenues increased by $56.8$30.9 million, or 13.2%,6.5%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025,2025. The increase was primarily driven by a combination of value-based pricing and expansion of services across the existing client base. Segment Intelligence revenue increased $51.3$29.8 million, primarily reflecting the impact of value-based pricing, supplemented by panel and e-Commerce expansion revenue and increased service levels driven by broader coverage and granularity. Segment Activation revenue increased $5.5$1.0 millionmillion, drivenprimarily bydue to higher project demand and volume increases.