Advantage Solutions (NASDAQ: ADV) negotiates debt extensions and posts 2025 estimates

Rhea-AI Filing Summary

Advantage Solutions Inc. entered a Transaction Support Agreement with holders of approximately 59.2% of its 6.50% Senior Secured Notes due 2028 and 54.3% of its existing term loans to pursue transactions that extend the maturities of its debt. These include exchanging Existing Notes for new 9.000% Senior Secured Notes due 2030 plus cash, and offering new term loans in exchange for existing term loans, with targeted completion by March 26, 2026. The company also launched a related exchange offer and consent solicitation and is working on an ABL facility extension. Preliminary 2025 results show estimated revenue of $3.5–$3.55 billion (about 1% lower than 2024), an operating loss from continuing operations of $120–$130 million (a 58% improvement versus 2024) and Adjusted EBITDA from Continuing Operations of $328–$333 million (about 7% below 2024).

Insights

Credit and capital structure analyst

Advantage negotiates debt maturity extensions while 2025 revenue and EBITDA soften modestly.

Advantage Solutions reached a support agreement with key noteholders and term lenders holding over half of each instrument to pursue comprehensive debt maturity extensions. The plan centers on exchanging 6.50% notes due 2028 into 9.000% Senior Secured Notes due 2030 and refinancing term loans into a new facility with some cash repayment.

The company also launched an exchange offer and consent solicitation to strip most covenants and collateral from the existing notes in favor of the new structure, subject to participation thresholds and other conditions. The agreement has a built‑in outside date of March 26, 2026, with potential limited extension, so execution risk hinges on holder participation and timely documentation.

Preliminary 2025 figures show estimated revenue of $3.5–$3.55 billion, about 1% below 2024, an operating loss of $120–$130 million that is 58% better than 2024, and Adjusted EBITDA from Continuing Operations of $328–$333 million, roughly 7% lower. Subsequent audited results and further disclosures on the exchange offer’s uptake will clarify how effectively the capital structure has been reshaped.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 6, 2026

Advantage Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38990		83-4629508
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7676 Forsyth Boulevard, Fifth Floor
St. Louis, Missouri		63105
(Address of principal executive offices)		(Zip Code)

(314) 655-9333

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:

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

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

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

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

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A common stock, par value $0.0001 par value per share		ADV		NASDAQ Global Select Market

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2026, Advantage Sales & Marketing Inc. (the “Company”), an indirect subsidiary of Advantage Solutions Inc. (the “Parent”), and certain of Parent’s subsidiaries (together with the Company, the “Company Parties”) entered into a Transaction Support Agreement (together with all exhibits, annexes and schedules thereto, the “Transaction Support Agreement”) with certain holders of the Company’s Existing Notes (as defined below) and certain lenders under the Company’s Existing Term Loan Facility (as defined below, and the term loans thereunder, the “Existing Term Loans”) (such holders and lenders, the “Supporting Parties,” and together with the Company Parties, the “Parties”) holding approximately 59.2% in aggregate principal amount of such Existing Notes and approximately 54.3% in aggregate principal amount of such Existing Term Loans, to define their commitments to support a series of transactions to be commenced by the Company Parties to comprehensively extend the maturities of the Company’s outstanding debt obligations (the “Maturity Extensions”).

The Maturity Extensions will be comprised of (1) (i) the solicitation of consents by the Company from holders of the Company’s 6.50% Senior Secured Notes due 2028 (the “Existing Notes”) to adopt certain proposed amendments to the indenture, dated as of October 28, 2020, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Existing Notes and (ii) the offer by the Company to eligible holders of the Existing Notes to exchange their Existing Notes for New Notes (as defined below) and certain cash consideration (clauses (i) and (ii) together, the “Notes Transactions”), and (2) (i) the solicitation of consents by the Company from the lenders under the Company’s term loan facility (the “Existing Term Loan Facility”) outstanding under the First Lien Credit Agreement, dated as of October 28, 2020, by and among the Company, Karman Intermediate Corp., each lender from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”) to adopt certain proposed amendments to the Existing First Lien Credit Agreement and (ii) the offer by the Company to lenders under the Existing Term Loan Facility to prepay their Existing Term Loans in exchange for new term loans under a new term loan facility and certain cash consideration.

Subject to the terms and conditions of the Transaction Support Agreement, the Parties have agreed, among other things, to (i) take all commercially reasonable efforts to commence the Notes Transactions by no later than February 12, 2026 and to consummate the Maturity Extensions by March 26, 2026, (ii) support and take all commercially reasonable efforts to facilitate the implementation and consummation of the Maturity Extensions and (iii) negotiate in good faith, execute and deliver the definitive documents for the Maturity Extensions. Additionally, the Parties have agreed to cooperate in good faith to facilitate certain amendments to, and an extension of the maturity of, the Company’s revolving credit facility (the “ABL Extension”). The consummation of the ABL Extension will not be a condition to the closing of the Maturity Extensions.

The obligations of the Parties to consummate the Maturity Extensions is subject to, and conditioned upon, the satisfaction or waiver of certain conditions set forth in the Transaction Support Agreement. The Transaction Support Agreement may be terminated under certain circumstances (subject to the survival of certain provisions), including, among others, by the Company on behalf of each of the Company Parties for the failure to satisfy (i) a minimum participation threshold subject to the mutual good faith determination by the Company Parties and the Majority Consenting Parties (as defined in the Transaction Support Agreement) that such minimum participation threshold will not be satisfied and (ii) certain debt holding thresholds of the Consenting Parties (as defined in the Transaction Support Agreement), in each case as more fully described in the Transaction Support Agreement. In addition, the Company Parties and the Majority Consenting Parties may terminate the Transaction Support Agreement at any time with mutual written consent. The Transaction Support Agreement will automatically terminate, among other circumstances, at 11:59 p.m., New York City time on March 26, 2026, unless extended with the mutual written consent of the Company and the Majority Consenting Parties (provided that any Supporting Party may terminate the Transaction Support Agreement solely with respect to itself in the event of any extension beyond April 9, 2026).

The Transaction Support Agreement also contains certain representations, warranties and other agreements by the Parties. The representations, warranties and covenants of each party set forth in the Transaction Support Agreement have been made only for purposes of, and were and are solely for the benefit of, the Parties and may be subject to limitations agreed upon by the Parties. In addition, certain representations and warranties were made only as of the date of the Transaction Support Agreement or such other date as is specified therein. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction

Support Agreement, which subsequent information may or may not be fully reflected in Parent’s public disclosures and no obligation to provide any such update is undertaken. Accordingly, the Transaction Support Agreement has been included with this filing only to provide investors with information regarding the terms of the Transaction Support Agreement, and not to provide investors with any other factual information regarding the Parties, their respective affiliates or their respective businesses.

The foregoing description of the Transaction Support Agreement and the transactions contemplated thereby, including the Maturity Extensions, is not complete and is qualified in its entirety by reference to the Transaction Support Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Consolidated financial statements of the Parent for the year ended December 31, 2025 are not yet available. The Parent is providing certain preliminary financial data, prepared by the Parent’s management, representing its estimates for the year ended December 31, 2025, attached to this report as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is being provided to holders of the Existing Notes in connection with the Exchange Offer (as defined below). Although management of the Parent is currently unaware of any items that would require the Parent to make adjustments to the preliminary financial data, it is possible that management of the Parent may identify such items as the Parent completes its financial statements and any resulting changes could be material.

The information in this Item 7.01 and Exhibit 99.1 hereto is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references this Form 8-K.

Item 8.01 Other Events.

In connection with its entry into the Transaction Support Agreement, on February 9, 2026, the Company commenced an exchange offer (the “Exchange Offer”) to exchange any and all of the Existing Notes for the Company’s newly issued 9.000% Senior Secured Notes due 2030 (the “New Notes”) and cash consideration.

Simultaneously with the Exchange Offer, the Company is soliciting consents (the “Consent Solicitation”) from holders of the Existing Notes to adopt certain proposed amendments to eliminate substantially all of the affirmative and negative covenants, mandatory offers to purchase, change of control provisions, and events of default provisions, and remove certain other provisions contained in the indenture, dated as of October 28, 2020, by and among the Company (formerly, Advantage Solutions FinCo LLC), the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Existing Notes and to terminate the guarantees of the Existing Notes provided by subsidiaries of the Company and release all of the collateral securing the Existing Notes.

The Exchange Offer is being made solely in accordance with, and subject to the terms and conditions set forth in, the Company’s confidential offering memorandum and consent solicitation statement, dated as of February 9, 2026 (the “Offering Memorandum”).

The Exchange Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on March 9, 2026 (such time and date, as the same may be extended, the “Expiration Date”), unless extended or earlier terminated, conditioned upon the satisfaction or waiver of the conditions thereto. The Settlement Date will be promptly after the Expiration Date and is currently expected to occur on March 11, 2026. The Company’s ability to amend, extend, terminate, or waive the conditions of the Exchange Offer are subject to certain terms and conditions set forth under the Transaction Support Agreement.

The New Notes will not be registered under the Securities Act, or any state securities laws, and therefore will be subject to restrictions on transferability and resale. The Company does not intend to register any of the New Notes under the Securities Act or the securities laws of any other jurisdiction and are not providing registration rights.

The New Notes are being offered only to holders of Existing Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act, (b) institutional accredited investors, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (c) not “U.S. persons,” as defined in Rule 902 under the Securities Act and are in compliance with Regulation S under the Securities Act.

The foregoing is a summary of the material terms of the Exchange Offer and Consent Solicitation and does not purport to be complete.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell, purchase, or exchange, or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States or any other jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements that are based on current expectations, estimates, forecasts and projections about the Parent, the Parent’s future performance, the Parent’s business, the Parent’s beliefs and the Parent’s management’s assumptions. Words such as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain such terms. These statements are not guarantees of future performance, and they involve certain risks, uncertainties and assumptions that are difficult to predict. The Parent has based its forward-looking statements on its management’s beliefs and assumptions based on information available to the Parent’s management at the time the statements are made. The Parent cautions you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by its forward-looking statements. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Risk Factors” of the Parent’s Annual Report on Form 10-K for the year ended December 31, 2024. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, the Parent does not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Transaction Support Agreement, by and among Advantage Sales & Marketing Inc., the additional Company Parties party thereto and the Supporting Parties from time to time party thereto, dated February 6, 2026*
99.1		Certain Preliminary Financial Data, dated February 9, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL).

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and other attachments have been omitted from this filing and will be furnished to the Securities and Exchange Commission supplementally upon request.

4

SIGNATURE

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

				ADVANTAGE SOLUTIONS INC.
Dated: February 9, 2026				By:		/s/ Christopher Growe
						Christopher Growe
						Chief Financial Officer

Exhibit 99.1

Recent Developments

Preliminary Results for the Year Ended December 31, 2025

Advantage Solutions Inc. (referred to herein as “we”) have presented below certain preliminary financial data, prepared by our management, representing our estimates for the year ended December 31, 2025. We are in the process of finalizing our financial data as of and for the year ended December 31, 2025. The preliminary estimates are based on currently available information and do not present all information necessary for an understanding of our financial data as of and for the year ended December 31, 2025. We have provided ranges for certain financial data, rather than specific amounts, because these results are preliminary and subject to change.

As of the date hereof, we have not yet completed the preparation of our financial statements as of and for the year ended December 31, 2025. Although our management is currently unaware of any items that would require us to make adjustments to the information set forth below, it is possible that our management may identify such items as we complete our financial statements and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary estimates. These preliminary estimates are forward-looking statements, not necessarily indicative of any future period, and should be read together with the sections titled “Risk Factors” and “Forward-Looking Statements,” and our consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2024.

We estimate that revenues for the year ended December 31, 2025 will be between $3,500 million and $3,550 million, a decrease of 1%, assuming the midpoint of the range, compared to the year ended December 31, 2024.

We estimate that operating loss from continuing operations for the year ended December 31, 2025 will be between $130 million and $120 million, a decrease of 58%, assuming the midpoint of the range, compared to the year ended December 31, 2024.

We estimate that Adjusted EBITDA from Continuing Operations will be between $328 million and $333 million, a decrease of 7%, assuming the midpoint of the range, compared to the year ended December 31, 2024.

The table below presents our preliminary estimated revenues, operating loss from continuing operations and Adjusted EBITDA from Continuing Operations for the year ended December 31, 2025 and revenues, operating loss from continuing operations and Adjusted EBITDA from Continuing Operations for the years ended December 31, 2024 and December 31, 2023:

		Year Ended December 31,								Year Ended December 31, 2025								Year Ended December 31, 2025 vs. Year Ended December 31, 2024(a)
(dollar amounts in thousands)		2023				2024				Low				High
										(estimated and unaudited)								(estimated and unaudited)
Revenues		$	3,900,125			$	3,566,324			$	3,500,000			$	3,550,000				(1	)%
Operating income (loss) from continuing operations		$	46,589			$	(294,983	)		$	(130,000	)		$	(120,000	)			58	%
Adjusted EBITDA from Continuing Operations		$	352,248			$	356,014			$	328,000			$	333,000				(7	)%

(a) Calculated based on the average of the low and high estimates for year ended December 31, 2025.

We are unable to reconcile the preliminary ranges of Adjusted EBITDA from Continuing Operations to net (loss) income, the most directly comparable GAAP measure, without unreasonable efforts because we have not completed our evaluation of the impact of discrete events on income tax expense for the year ended December 31, 2025 and, as a consequence, we are unable to estimate our income tax expense for the period. The variability of income tax expense could have a significant impact on our reported financial results. The table below provides a midpoint reconciliation of Adjusted EBITDA from Continuing Operations to operating loss from continuing operations, the nearest available GAAP measure:

		Year Ended December 31,								Year Ended December 31, 2025
(dollar amounts in thousands)		2023				2024				Midpoint
		(unaudited)								(estimated and unaudited)
Operating income (loss) from continuing operations		$	46,589			$	(294,983	)		$	(125,000	)
Add:
Depreciation and amortization			208,856				204,553				202,000
Impairment of goodwill and indefinite-lived assets			43,500				275,170				204,000
Gain on deconsolidation of subsidiaries			(58,891	)			—				—
Loss on divestitures			—				—				(28,000	)
Stock-based compensation expense(a)			38,933				31,019				27,000
Equity-based compensation of Karman Topco L.P.(b)			(2,524	)			723				(2,000	)
Fair value adjustments related to contingent consideration related to acquisitions(c)			11,152				1,678				—
Acquisition and divestiture related expenses(d)			3,206				(1,168	)			2,000
Restructuring expenses(e)			—				30,051				1,000
Reorganization expenses(f)			56,133				88,800				60,500
Litigation (recovery) expenses(g)			9,519				(1,940	)			1,000
Costs associated with COVID-19, net of (benefits) received(h)			3,283				—				(6,000	)
Costs associated with the Take 5 Matter, net of (recoveries)(i)			(1,380	)			1,845				(20,000	)
EBITDA for economic interests in investments(j)			(6,128	)			20,266				14,000
Adjusted EBITDA from Continuing Operations		$	352,248			$	356,014			$	330,500

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

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

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

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

(e) Restructuring charges, including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenues levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program, special termination benefits associated with the reduction-in-force that occurred in 2024, and other optimization initiatives.

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

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

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

(i) Represents cash receipts from insurance policy and a settlement for claims related to the Take 5 Matter and costs associated with the Take 5 Matter, primarily professional fees and other related costs.

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

FAQ

What debt restructuring steps is Advantage Solutions (ADV) taking in this 8-K?

Advantage Solutions entered a Transaction Support Agreement to pursue “Maturity Extensions” of its debt. This includes exchanging 6.50% Senior Secured Notes due 2028 into new 9.000% Senior Secured Notes due 2030 and refinancing existing term loans into a new facility with some cash consideration.

How much creditor support does Advantage Solutions (ADV) have for its maturity extensions?

The agreement covers Supporting Parties holding approximately 59.2% of the aggregate principal of the Existing Notes and about 54.3% of the Existing Term Loans. This majority support provides a significant base to execute the planned exchange and amendment transactions, subject to participation thresholds and other conditions.

What are the key terms of the new notes in Advantage Solutions’ (ADV) exchange offer?

The company is offering new 9.000% Senior Secured Notes due 2030 plus cash to holders of its Existing Notes. Alongside the exchange, it is soliciting consents to remove most covenants, change of control, events of default and collateral from the old indenture and terminate related guarantees and security.

What preliminary 2025 financial results did Advantage Solutions (ADV) disclose?

For 2025, Advantage estimates revenue between $3.5 billion and $3.55 billion, about 1% below 2024. Operating loss from continuing operations is expected at $120–$130 million, a 58% improvement, while Adjusted EBITDA from Continuing Operations is projected at $328–$333 million, about 7% lower.

When does Advantage Solutions’ (ADV) exchange offer and consent solicitation end?

The exchange offer and related consent solicitation are scheduled to expire at 5:00 p.m., New York City time, on March 9, 2026, unless extended or earlier terminated. The settlement date is expected to be promptly after, currently anticipated on March 11, 2026.

How do Advantage Solutions’ (ADV) preliminary 2025 results compare to prior years?

Estimated 2025 revenue of $3.5–$3.55 billion is slightly below 2024. Operating loss from continuing operations improves sharply versus the 2024 loss of $294.983 million, while Adjusted EBITDA from Continuing Operations of $328–$333 million declines from $356.014 million in 2024 and $352.248 million in 2023.