v3.25.4
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

19. Subsequent Events

Nasdaq Minimum Bid Price Deficiency Notice

In January 2026, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price of the Company’s common stock had been below $1.00 per share for the preceding 30 consecutive trading days. The notice does not result in the immediate suspension or delisting of the Company’s common stock. The Company is evaluating and intends to implement actions designed to regain compliance with the Minimum Bid Requirement within the applicable compliance period. On January 26, 2026, the Board of Directors approved proposed amendments to the Company’s Certificate of Incorporation to effect a reverse stock split. These proposed amendments remain subject to stockholder approval.

Equity Method Investment Restructuring Transaction

In January 2026, the Company executed a series of agreements to initiate a restructuring of its investment in ASL, an equity‑method investee in which the Company held a 49.6% ownership interest as of December 31, 2025. Pursuant to these agreements, the Company sold its equity interest in ASL for total consideration of £20 million (approximately $28 million), consisting of £10 million (approximately $14 million) payable in cash at closing and £10 million (approximately $14 million) of deferred consideration, and received an equity interest in the entity separated from ASL.

This restructuring did not affect the Company’s ownership interest in, or governance rights to Global Smollan Holdings. The transaction did not impact the Company’s financial position as of December 31, 2025. The Company will recognize the financial effects of the transaction, including any resulting impact on the carrying value of its investment, in the period in which such amounts can be determined. At this time, the effects of the transaction on the Company’s results of operations and financial position for 2026 are not reasonably estimable.

Agreement to Support Notes and Term Loan Maturity Extensions

On February 6, 2026, Advantage Sales & Marketing Inc., an indirect subsidiary of Advantage Solutions Inc., and certain subsidiaries of Advantage Solutions Inc. entered into a Transaction Support Agreement with holders of approximately 59.2% of the Advantage Sales & Marketing Inc.’s outstanding senior secured notes and lenders holding approximately 54.3% of the Advantage Sales & Marketing Inc.’s outstanding term loans. The agreement provides for support of transactions intended to extend the maturities

of the Advantage Sales & Marketing Inc.’s outstanding debt obligations. The transactions contemplated include (i)amendments to the existing notes and term loan facilities, (ii) an exchange offer to exchange the outstanding 6.50% Senior Secured Notes due 2028 (the “Existing Notes”) for a combination of 9.000% Senior Secured Notes due 2030 and cash consideration (the Exchange Offer) and (iii) a refinancing of the term loan facilities.

The agreement contemplates the commencement of these transactions in February 2026 and their completion by March 26, 2026, subject to the satisfaction or waiver of customary conditions. The transaction support agreement may be terminated under certain circumstances and will automatically terminate on March 26, 2026, unless extended by mutual consent.

In connection with its entry into the Transaction Support Agreement, on February 9, 2026, Advantage Sales & Marketing Inc. commenced the Exchange Offer. On February 23, 2026, the Exchange Offer early tender date, holders of the Existing Notes had validly tendered $589,883,000 aggregate principal amount of Existing Notes and delivered their related consents to the proposed amendments to the Existing Notes. Accordingly, the requisite consents to the proposed amendments were obtained and Advantage Sales & Marketing Inc. entered into the Second Supplemental Indenture to the Existing Notes, which will become operative upon the settlement of the Exchange Offer, which is expected to occur in March 2026.