Karman Topco updates 52.6% stake in Advantage

Karman Topco L.P. filed Amendment No. 5 to update its ownership of Advantage Solutions Inc. Class A common stock.

Rhea-AI Filing Summary

Karman Topco L.P. filed Amendment No. 5 to update its ownership of Advantage Solutions Inc. Class A common stock. On May 14, 2026, it distributed 190,324 shares to certain limited partners in exchange for cancelling their partnership interests. Following this distribution, Karman Topco beneficially owns 6,998,347 shares, representing 52.6% of the Class A common stock. The percentage is based on 13,295,280 shares outstanding as of May 5, 2026, and reflects a 1-for-25 reverse stock split effective March 26, 2026. The reporting person retains sole voting and dispositive power over its remaining shares, and reports no other transactions in the past 60 days.

Key Figures

Shares distributed: 190,324 shares Shares beneficially owned: 6,998,347 shares Ownership percentage: 52.6% +5 more

8 metrics

Shares distributed 190,324 shares Common stock distributed to limited partners on May 14, 2026

Shares beneficially owned 6,998,347 shares Karman Topco’s beneficial ownership after distribution

Ownership percentage 52.6% Percent of Class A common stock beneficially owned

Shares outstanding 13,295,280 shares Class A common stock outstanding as of May 5, 2026

Reverse stock split ratio 1-for-25 Reverse split of common stock effective March 26, 2026

Sole voting power 6,998,347 shares Shares over which Karman Topco has sole voting power

Sole dispositive power 6,998,347 shares Shares over which Karman Topco has sole dispositive power

Event date May 14, 2026 Date of distribution triggering the amendment

Key Terms

Schedule 13D, beneficially owned, reverse stock split, sole voting power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 5 amends and supplements the Statement on originally filed by Karman Topco L.P."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Amount beneficially owned: 6,998,347 Percent of Class: 52.6%"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

reverse stock split financial

"reflects the 1-for-25 reverse stock split of the Common Stock effective as of March 26, 2026."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

sole voting power financial

"Sole power to vote or direct the vote: 6,998,347"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"Sole power to dispose or direct the disposition of: 6,998,347"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

limited partners financial

"distributed 190,324 shares of Common Stock to certain of the Reporting Person's limited partners"

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Karman Topco report in its ADV Schedule 13D/A?

Karman Topco reported a distribution of 190,324 Advantage Solutions shares to certain limited partners. In return, those partners’ interests in the partnership were canceled, slightly reducing Karman Topco’s direct holdings while maintaining majority control.

How many Advantage Solutions (ADV) shares does Karman Topco now beneficially own?

Karman Topco now beneficially owns 6,998,347 Advantage Solutions Class A common shares. This figure reflects its position after the May 14, 2026 distribution of 190,324 shares to certain limited partners in exchange for cancelling their partnership interests.

What percentage of Advantage Solutions (ADV) does Karman Topco control after this amendment?

Karman Topco reports beneficial ownership of 52.6% of Advantage Solutions’ Class A common stock. This percentage is calculated using 13,295,280 shares outstanding as of May 5, 2026, as disclosed in the company’s most recent quarterly report.

How was the 52.6% ownership percentage for ADV calculated?

The 52.6% figure is based on 13,295,280 Advantage Solutions shares outstanding as of May 5, 2026. Karman Topco’s 6,998,347 beneficially owned shares are measured against this share count, which already reflects a 1-for-25 reverse stock split effective March 26, 2026.

Did Karman Topco report any other recent ADV stock transactions?

Karman Topco stated that, apart from the May 14, 2026 distribution of 190,324 shares to certain limited partners, neither it nor its related persons made any other Advantage Solutions stock transactions during the prior 60 days.

Does Karman Topco have sole voting and dispositive power over its ADV shares?

Yes. Karman Topco reports sole voting and sole dispositive power over 6,998,347 Advantage Solutions Class A shares. It reports zero shared voting power and zero shared dispositive power, indicating exclusive control over how these shares are voted and disposed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Advantage Solutions Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

00791N201

(CUSIP Number)

Christopher Growe
c/o Advantage Solutions Inc., 7676 Forsyth Blvd., Fifth Floor
St. Louis, MO, 63105
(314) 655-9333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 00791N201

1

Name of reporting person

Karman Topco L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,998,347.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,998,347.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,998,347.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

52.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001
(b)	Name of Issuer: Advantage Solutions Inc.
(c)	Address of Issuer's Principal Executive Offices: 7676 Forsyth Boulevard, Fifth Floor, St. Louis, MISSOURI , 63105.
Item 1 Comment: This Amendment No. 5 amends and supplements the Statement on Schedule 13D originally filed by Karman Topco L.P., a Delaware limited partnership, (the "Reporting Person"), with the Securities and Exchange Commission (the "SEC") on October 28, 2020 (as amended to date, the "Schedule 13D"), with respect to the shares of Class A Common Stock, par value $0.0001 per share (the "Common Stock"), of Advantage Solutions Inc., a Delaware corporation (the "Issuer"), whose principal executive office is located at 7676 Forsyth Blvd., Fifth Floor, St. Louis, MO 63105. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2.	Identity and Background
(a)	The Schedule 13D is being filed by Karman Topco L.P., a Delaware limited partnership, (the "Reporting Person"). The directors of the Reporting Person are Adam Levyn, Christopher Baldwin, Tiffany Han, Timothy Flynn and Xiaofeng Yao (collectively, the "Related Persons"). No person or entity has the right to appoint a majority of the Reporting Person's directors.
(b)	The business address of the Reporting Person and each of the Related Persons is c/o Advantage Solutions Inc., 7676 Forsyth Blvd, Fifth Floor, St. Louis, MO 63105.
(c)	The Reporting Person is principally engaged in the business of managing its investment in the securities of the Issuer. The present principal occupation of each of the Related Persons is as follows: - Adam Levyn is a Partner of Leonard Green & Partners, L.P.; - Christopher Baldwin is a Managing Partner of CVC Capital Partners; - Tiffany Han is a Managing Director of CVC Capital Partners; - Timothy Flynn is an Advisory Partner of Leonard Green & Partners, L.P.; and - Xiaofeng Yao is President and Chief Commercial Officer of VXI Global Solutions, LLC.
(d)	During the last five years, neither the Reporting Persons nor any Related Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Reporting Persons nor any Related Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is incorporated in the State of Delaware. Each of the Related Persons is a citizen of the United States.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Distribution On May 14, 2026, the Reporting Person distributed 190,324 shares of Common Stock to certain of the Reporting Person's limited partners in exchange for cancelling such limited partners interests held in the Reporting Person.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is amended and restated in its entirety as follows: Amount beneficially owned: 6,998,347 Percent of Class: 52.6% Number of shares the Reporting Person has: o Sole power to vote or direct the vote: 6,998,347 o Shared power to vote: 0 o Sole power to dispose or direct the disposition of: 6,998,347 o Shared power to dispose or direct the disposition of: 0
(b)	The above percentage is based on 13,295,280 shares of Common Stock issued and outstanding as of May 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, and reflects the 1-for-25 reverse stock split of the Common Stock effective as of March 26, 2026.
(c)	Except as described in Item 4, during the past 60 days, neither the Reporting Person nor any of the Related Persons has effected any transactions with respect to the Common Stock.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Karman Topco L.P.

Signature:	/s/ Bryce Robinson
Name/Title:	Bryce Robinson, Secretary
Date:	05/18/2026