Executive Andrea Young’s transition and severance terms at Advantage Solutions (NASDAQ: ADV)

Rhea-AI Filing Summary

Advantage Solutions Inc. entered into a transition agreement with former named executive officer Andrea Young, effective August 18, 2025. Her annual salary is reduced from $525,000 to $60,000 as she continues in a non-executive role with a subsidiary through August 15, 2026, or an earlier transition date defined in the agreement. After that transition date, she will no longer be employed by the subsidiary.

Under the agreement, Ms. Young is entitled to cash severance of $525,000 paid over 12 months following the transition date, 18 months of continued health coverage at the active employee rate, and continued vesting of specified equity awards beyond her employment end date. Certain restricted stock units and performance units continue vesting through October 2026, and stock options scheduled to vest in April 2027 and April 2028 will keep vesting, with their exercise period extended to three years from the transition date. These severance benefits are conditioned on her signing and not revoking the agreement, which includes a release and compliance with restrictive covenants, and will pass to her heirs and estate if she dies before the transition date.

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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): August 18, 2025

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.)
8001 Forsyth Boulevard, Suite 1025
Clayton, Missouri				63105
(Address of Principal Executive Offices)				(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		ADV		NASDAQ Global Select Market
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 per share		ADVWW		NASDAQ Global Select Market

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Young Transition Agreement

Effective as of August 18, 2025, Andrea Young, previously a named executive officer of Advantage Solutions Inc. (the “Company”), entered into a transition agreement (the “Transition Agreement”) with a subsidiary of the Company. The Transition Agreement provides that (i) effective August 18, 2025, Ms. Young’s salary would be reduced from $525,000 per year to $60,000, (ii) Ms. Young will continue to serve such subsidiary in a non-executive employment capacity through August 15, 2026, or such earlier date as set forth in the Transition Agreement (the “Transition Date”), and (iii) effective as of the Transition Date, Ms. Young will cease to be an employee of such subsidiary of the Company. Pursuant to the Transition Agreement, Ms. Young will be entitled to receive the following severance benefits: (i) cash severance equal to $525,000, payable over the 12-month period following the Transition Date, (ii) 18 months of continued health insurance coverage, with Ms. Young only having to pay the active employee rate, and (iii) with respect to Ms. Young’s outstanding equity awards, (A) continued vesting of her outstanding equity awards in accordance with their existing vesting schedules through the Transition Date, (B) following the Transition Date, continued vesting of certain restricted stock units and performance restricted stock units that are scheduled to vest in October 2026, and (C) following the Transition Date, continued vesting of her outstanding stock options that are scheduled to vest in April 2027 and April 2028 (and the exercise period of the stock options has been extended to three years from the Transition Date). The Transition Agreement further provides that Ms. Young’s heirs and estate are entitled to the severance benefits if Ms. Young dies prior to the Transition Date. Ms. Young’s receipt of her severance benefits is subject to and conditioned upon her execution and non-revocation of the Transition Agreement, including a release, and her continued compliance with any restrictive covenants.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1#	Transition Agreement, dated August 18, 2025, by and between Andrea Young and Club Demonstration Services, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

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

Date:	August 22, 2025		ADVANTAGE SOLUTIONS INC.
		By:	/s/ Christopher Growe
			Christopher Growe Chief Financial Officer

FAQ

What executive transition did Advantage Solutions Inc. (ADV) disclose?

Advantage Solutions Inc. disclosed that, effective August 18, 2025, former named executive officer Andrea Young entered into a Transition Agreement with a subsidiary. She will move to a non-executive role through August 15, 2026, or an earlier transition date under the agreement, after which her employment with the subsidiary will end.

How does the Transition Agreement change Andrea Young’s salary at Advantage Solutions (ADV)?

Effective August 18, 2025, the Transition Agreement reduces Andrea Young’s salary from $525,000 per year to $60,000 per year while she remains employed in a non-executive capacity with the company’s subsidiary through the transition period.

What severance payments will Andrea Young receive under the Advantage Solutions (ADV) Transition Agreement?

Under the Transition Agreement, Andrea Young is entitled to $525,000 in cash severance, payable over the 12-month period following the transition date. She will also receive 18 months of continued health insurance coverage, paying only the active employee rate.

How are Andrea Young’s equity awards treated in the Advantage Solutions (ADV) Transition Agreement?

The Transition Agreement provides for continued vesting of Andrea Young’s outstanding equity awards according to existing schedules through the transition date. After that, certain restricted stock units and performance restricted stock units continue to vest through October 2026, and her stock options scheduled to vest in April 2027 and April 2028 continue to vest with an exercise period extended to three years from the transition date.

Are Andrea Young’s severance benefits at Advantage Solutions (ADV) subject to any conditions?

Yes. Andrea Young’s severance benefits are conditioned on her executing and not revoking the Transition Agreement, which includes a release, and on her continued compliance with applicable restrictive covenants. The agreement also states that her heirs and estate are entitled to the severance benefits if she dies before the transition date.

Where can investors find the full text of Andrea Young’s Transition Agreement with Advantage Solutions (ADV)?

The full text of the Transition Agreement between Andrea Young and Club Demonstration Services, Inc., a subsidiary of Advantage Solutions Inc., is filed as Exhibit 10.1 and is incorporated by reference in the report.