NIQ Global Intelligence (NYSE: NIQ) grows Q1 2026 revenue while carrying heavy debt load
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
NIQ Global Intelligence plc reported higher revenue but remained unprofitable for the quarter ended March 31, 2026. Revenue rose to $1,072.7 million from $965.9 million a year earlier, driven by growth in Intelligence and Activation solutions across the Americas and EMEA, partly offset by softer APAC performance.
Total operating expenses increased to $1,082.9 million, reflecting higher data and service costs and $64.9 million of restructuring charges from its 2026 cost program, resulting in an operating loss of $10.2 million versus income of $15.7 million last year. Net loss attributable to NIQ narrowed to $90.1 million, or $(0.31) per share, compared with $119.8 million, or $(0.49) per share.
Cash and cash equivalents were $362.3 million, down from $518.8 million at year-end, while total debt remained high at $3,503.8 million. Intelligence subscription revenue reached $2,934 million on an annualized basis with a net dollar retention rate of 104%, indicating continued expansion within the existing client base.
Positive
- None.
Negative
- None.
Insights
NIQ shows solid revenue growth and leverage progress but remains highly indebted and loss-making.
NIQ delivered $1,072.7 million in Q1 2026 revenue, up 11.1% year over year, led by its core Intelligence products and stronger Americas and EMEA demand. Annualized Intelligence Subscription Revenue reached $2,934 million with a net dollar retention of 104%, highlighting stickiness and expansion in its customer base.
Profitability is still pressured. Operating loss was $10.2 million and net loss attributable to NIQ was $90.1 million, though both improved versus 2025. Results reflect heavier restructuring costs of $64.9 million under the 2026 Program, alongside ongoing depreciation and amortization of $153.7 million.
The balance sheet remains highly leveraged with total debt of $3,503.8 million against cash of $362.3 million, though interest expense fell to $58.5 million helped by prior refinancings. Management targets annualized cost savings of $70–$80 million from the 2026 Program by the end of 2026, so future filings will clarify whether revenue momentum and cost actions translate into sustainable margin and cash flow improvement.
Key Figures
Revenue: $1,072.7 million
Net loss attributable to NIQ: $90.1 million
Earnings per share: $(0.31) per share
+5 more
8 metrics
Revenue
$1,072.7 million
Three months ended March 31, 2026
Net loss attributable to NIQ
$90.1 million
Three months ended March 31, 2026
Earnings per share
$(0.31) per share
Basic and diluted, Q1 2026
Cash and cash equivalents
$362.3 million
As of March 31, 2026
Total debt
$3,503.8 million
As of March 31, 2026
Intelligence Subscription Revenue
$2,934 million
Annualized, Q1 2026
Net Dollar Retention
104%
Intelligence Subscription Revenue, Q1 2026
Restructuring charges
$64.9 million
Three months ended March 31, 2026
Key Terms
Adjusted EBITDA, Intelligence Subscription Revenue, Net Dollar Retention, Gross Dollar Retention, +2 more
6 terms
Adjusted EBITDA financial
"The CODM evaluates performance based on revenues and the profit measure of Adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Intelligence Subscription Revenue financial
"The following table summarizes our Annualized Intelligence Subscription Revenue for the periods presented"
Net Dollar Retention financial
"Net Dollar Retention (“NDR”) represents the amount of Annualized Revenue that we generate from our existing clients."
Net dollar retention measures how much a company's existing customers spend over time, including any increases or decreases, after accounting for cancellations or reductions. It shows whether current customers are growing their business with the company or reducing their spending, which is important for investors because it indicates the company's ability to retain and expand its revenue from current clients. A high net dollar retention suggests strong customer loyalty and growth potential.
Gross Dollar Retention financial
"Gross Dollar Retention (“GDR”) represents the amount of prior period Annualized Revenue we have retained"
Gross dollar retention measures how much revenue a company keeps from its existing customers over a set period, excluding any extra money from upsells or expansions. It shows whether the core customer base is churning or stable—think of it as checking how much water remains in a bucket after leaks, without counting new rain. Investors use it to judge revenue durability and the risk of future declines.
cash flow hedges financial
"Cash flow hedges, net of tax of $ —"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
interest rate swaps financial
"periodically uses interest rate swaps, interest rate caps and interest rate collars to hedge this exposure"
A contract between two parties to exchange streams of interest payments, typically swapping a fixed-rate payment for a floating-rate payment or vice versa. Think of it like two neighbors agreeing to trade the type of mortgage payments they make to reduce uncertainty or take advantage of expected rate moves; investors care because swaps change a company’s borrowing costs and risk exposure, which can materially affect cash flow, creditworthiness, and valuation.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
| or | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from _____ to _____ | |||||
Commission File Number: 001-42763
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | Not applicable (I.R.S. Employer Identification Number) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
( (Registrant's telephone number, including area code) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of May 11, 2026, there were 295,136,342 ordinary shares outstanding.
NIQ Global Intelligence plc
Index to Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2026
| Page | ||||||||
| PART I | ||||||||
| Item 1. | Financial Statements (Unaudited) | 1 | ||||||
Condensed Consolidated Statements of Operations | 1 | |||||||
Condensed Consolidated Statements of Comprehensive Loss | 2 | |||||||
Condensed Consolidated Balance Sheets | 3 | |||||||
Condensed Consolidated Statements of Equity | 4 | |||||||
Condensed Consolidated Statements of Cash Flows | 5 | |||||||
Notes to Unaudited Condensed Consolidated Financial Statements | 6 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 | ||||||
| Item 4. | Controls and Procedures | 35 | ||||||
| PART II | ||||||||
| Item 1. | Legal Proceedings | 35 | ||||||
| Item 1A. | Risk Factors | 35 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 36 | ||||||
| Item 3. | Defaults Upon Senior Securities | 36 | ||||||
| Item 4. | Mine Safety Disclosures | 36 | ||||||
| Item 5. | Other Information | 36 | ||||||
| Item 6. | Exhibits | 37 | ||||||
SIGNATURES | 38 | |||||||
i
PART I ‑ FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
NIQ Global Intelligence plc
Condensed Consolidated Statements of Operations (Unaudited)
(in millions, except share and per share data)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues | $ | $ | |||||||||
| Operating expenses: | |||||||||||
Cost of revenues (excluding depreciation and amortization shown separately below) | |||||||||||
Selling, general and administrative expenses | |||||||||||
Depreciation and amortization | |||||||||||
Impairment of long-lived assets | |||||||||||
Restructuring, net | |||||||||||
| Other operating income, net | ( | ( | |||||||||
| Total operating expenses | |||||||||||
| Operating (loss) income | ( | ||||||||||
Interest expense, net | ( | ( | |||||||||
| Foreign currency exchange gain, net | |||||||||||
| Nonoperating expense, net | ( | ||||||||||
| Loss before income taxes | ( | ( | |||||||||
| Income tax expense | ( | ( | |||||||||
| Net loss | ( | ( | |||||||||
Less: Net income attributable to noncontrolling interests | |||||||||||
| Net loss attributable to NIQ | $ | ( | $ | ( | |||||||
| Basic and diluted earnings per share from: | |||||||||||
| Net loss attributable to NIQ | $ | ( | $ | ( | |||||||
| Weighted average basic and diluted NIQ ordinary shares outstanding | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
NIQ Global Intelligence plc
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Other comprehensive (loss) income: | |||||||||||
Foreign currency translation adjustments | ( | ( | |||||||||
| Cash flow hedges | ( | ||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||
| Total other comprehensive loss | ( | ( | |||||||||
| Less: Comprehensive (loss) income attributable to noncontrolling interests | ( | ||||||||||
| Total other comprehensive loss attributable to NIQ | $ | ( | $ | ( | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
NIQ Global Intelligence plc
Condensed Consolidated Balance Sheets (Unaudited)
(in millions, except share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
Assets: | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Trade receivables, net | |||||||||||
Other receivables | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
Goodwill | |||||||||||
| Deferred income taxes | |||||||||||
Other noncurrent assets | |||||||||||
Total assets | $ | $ | |||||||||
Liabilities and Shareholders' Equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | $ | |||||||||
Accrued expenses | |||||||||||
Deferred revenues | |||||||||||
Short-term debt and current portion of long-term debt | |||||||||||
Other current liabilities | |||||||||||
Total current liabilities | |||||||||||
Long-term debt | |||||||||||
Operating lease liabilities | |||||||||||
Deferred income taxes | |||||||||||
Other noncurrent liabilities | |||||||||||
Total liabilities | |||||||||||
Commitments and contingencies (Note 15) | |||||||||||
Shareholders' equity: | |||||||||||
Ordinary shares; $ | |||||||||||
Preferred shares; $ | |||||||||||
Euro deferred shares; € | |||||||||||
Paid-in capital | |||||||||||
Accumulated deficit | ( | ( | |||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Total NIQ shareholders' equity | |||||||||||
Noncontrolling interests | |||||||||||
Total shareholders' equity | |||||||||||
Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
NIQ Global Intelligence plc
Condensed Consolidated Statements of Equity (Unaudited)
(in millions, except share data)
| Ordinary Shares | Preferred Shares | Euro Deferred Shares | Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total NIQ Shareholders’ Equity | Noncontrolling Interests | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding tax paid upon equity award vesting | — | — | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Preferred Shares | Euro Deferred Shares | Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total NIQ Shareholders’ Equity | Noncontrolling Interests | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid to noncontrolling interests | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
NIQ Global Intelligence plc
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Amortization of debt discount and debt issuance costs | |||||||||||
| Remeasurement of warrant to fair value | |||||||||||
| Impairment of long-lived assets | |||||||||||
| Provision for credit losses | |||||||||||
| Non-cash foreign currency exchange gain, net | ( | ( | |||||||||
| Write-off of unamortized debt discount and debt issuance costs | |||||||||||
| Gain on disposal of business | ( | ||||||||||
| Other operating activities, net | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Trade and other receivables, net | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable and other current liabilities | ( | ||||||||||
| Operating leases, net | ( | ||||||||||
| Other noncurrent assets and liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Investing Activities: | |||||||||||
| Proceeds from sale of business, net of cash disposed | |||||||||||
| Additions to property and equipment | ( | ( | |||||||||
| Additions to intangible assets | ( | ( | |||||||||
| Other investing activities, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Proceeds from debt and other financing arrangements | |||||||||||
| Repayments of debt and other financing arrangements | ( | ( | |||||||||
| Debt issuance costs paid | ( | ||||||||||
| Finance leases | ( | ( | |||||||||
| Cash dividends paid to noncontrolling interests | ( | ||||||||||
| Other financing activities, net | ( | ||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of exchange-rate changes on cash and cash equivalents | ( | ||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
Cash and cash equivalents at end of period | $ | $ | |||||||||
Supplemental Disclosures of Cash Flow Information: | |||||||||||
Cash paid for interest | $ | $ | |||||||||
Cash paid for income taxes, net of refunds received | $ | $ | |||||||||
Supplemental Disclosures of Non-Cash Items: | |||||||||||
| Capital expenditures in accounts payable | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
NIQ Global Intelligence plc
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(in millions, unless otherwise noted)
1. ORGANIZATION
Organization
NIQ is a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. NIQ manages a comprehensive and integrated ecosystem – The NIQ Ecosystem – which combines proprietary data, best-in-class technology, human intelligence and highly sophisticated software applications and analytics solutions. NIQ’s unified, artificial intelligence powered technology platform aggregates, harmonizes and enriches vast amounts of global consumer shopping data from a myriad of diverse sources, generates rich, proprietary reference data and metadata and provides a global, omnichannel view of consumer shopping behavior – The Full ViewTM.
NIQ was created when funds managed by Advent International, L.P. (formerly known as Advent International Corporation) (“Advent”) acquired certain subsidiaries of Nielsen Holdings plc (“Nielsen”) on March 5, 2021 (“the Advent Acquisition”). Intermediate Dutch Holdings B.V., a private company with limited liability organized under the laws of the Netherlands (“Dutch Holdings”), formed two subsidiaries: Indy US Holdco, LLC (“US Holdco”) and Indy Dutch Bidco B.V. Through its subsidiaries, Dutch Holdings acquired Nielsen Consumer Inc., TNC Europe B.V. and The Nielsen Company (Europe) S.àr.l (the “NIQ subsidiaries”) from Nielsen. As a result of the Advent Acquisition, Dutch Holdings became the beneficial owner of the NIQ subsidiaries. Dutch Holdings is an indirect subsidiary of AI PAVE Dutchco I B.V. (“AI PAVE”), and its consolidated subsidiaries, including US Holdco, and the Company’s other operating subsidiaries.
On January 21, 2025, AI Global Investments (Netherlands) PCC Limited acquired Flower Road Limited, an Irish private company with limited liability that was incorporated in Ireland on June 6, 2017 as a dormant company. On January 23, 2025, Flower Road Limited was renamed to NIQ Global Intelligence Limited. On June 12, 2025, NIQ Global Intelligence Limited was re-registered under the Irish Companies Act 2014 as a public limited company and was renamed NIQ Global Intelligence plc. On July 22, 2025, in connection with the initial public offering (“IPO”) as further discussed below, NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including AI PAVE Dutchco II B.V., AI PAVE Dutchco III B.V. (collectively, with AI PAVE, the “AI PAVE Entities”), and Dutch Holdings (the “Reorganization”). All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc. The number of ordinary shares authorized increased to 1,500,000,000 and the number of ordinary shares outstanding became 245,000,000 .
The “Company” or “NIQ” means, prior to the Reorganization, Dutch Holdings and its consolidated subsidiaries and, after the Reorganization, NIQ Global Intelligence plc and its consolidated subsidiaries.
Initial Public Offering
On July 24, 2025, the Company completed its IPO, in which the Company sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. The Company received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by NIQ Global Intelligence plc. The aggregate net proceeds were used to repay a portion of the Company’s outstanding borrowings. See Note 7. “Debt” for further detail on the use of proceeds. In connection with the IPO, the Board of Directors also adopted the NIQ Global Intelligence plc 2025 Equity Incentive Plan. The Company recognized share-based compensation as a result of the accelerated and incremental vesting of certain share-based compensation awards under the 2021 Plan, as triggered by the IPO.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Prior to the effects of the Reorganization and IPO, the historical financial statements presented the financial information of Dutch Holdings. Subsequent to the Reorganization and IPO as described above in Note 1. “Organization”, the accompanying financial statements have been recast to reflect the consolidated financial statements of NIQ Global Intelligence plc and its consolidated subsidiaries, including the Dutch Holdings and the AI PAVE Entities, as a transaction between entities under common control. The recast presentation is effective for the financial statements as of and for the earliest period presented. Prior to the Reorganization, NIQ Global Intelligence plc had no material assets and conducted no operations (other than activities incidental to its formation, the Reorganization and the IPO). Aside from the impact of the Warrant (as further described below), the Company has assessed the impact to the condensed consolidated financial statements of NIQ Global Intelligence plc as a result of the Reorganization to be immaterial.
6
With the exception of the recast historical financial information noted above, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all normal and recurring adjustments that are, in the opinion of management, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods presented. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year or any other future annual or interim period.
The Company entered into an agreement to sell its ownership interest in Netquest, a consumer panel provider acquired through the GfK Combination, on December 17, 2024. On February 3, 2025, the Company completed the sale. See Note 3. “Disposals” for further information.
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended March 31, 2026.
Recently Adopted and Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands segment disclosure requirements for public entities. This ASU updates the requirements for segment reporting to include, among other things, disclosing significant segment expenses by reportable segment if they are regularly provided to the chief operating decision maker and included in the measure of segment profit and extending nearly all annual segment reporting requirements to quarterly reporting requirements. The standard is effective on a retrospective basis for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU for the year ended December 31, 2024. See Note 13. “Reportable Segments” for more information on reportable segments.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2024. The Company adopted this ASU for the year ended December 31, 2025. See the audited consolidated annual financial statements and notes thereto as of and for the fiscal year ended December 31, 2025 included in our 2025 Annual Report on Form 10-K for the incremental tax disclosures required under this ASU.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its related disclosures.
Other recently issued accounting pronouncements are either not applicable or are not expected to have a material impact on the Company.
3. DISPOSALS
Sale of Netquest
On December 17, 2024, the Company entered into an agreement to sell its ownership interest in Netquest, a panel provider acquired through the GfK Combination. On February 3, 2025, the Company completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The Company recognized a gain from the sale of $5.6 million, after related transaction costs, during the three months ended March 31, 2025, which is recorded within selling, general and administrative expenses.
7
4. REVENUE
NIQ provides data and analytical services through its Intelligence and Activation offerings to clients globally in various end markets within its reportable segments, which consist of Americas, EMEA and APAC. Segment results have been adjusted retrospectively as a result of the Company reorganizing its segments as further discussed in Note 13. “Reportable Segments”. NIQ’s revenue streams are characterized by multi-year contracts, high contract renewal rates and client diversity. No single client accounted for more than 5% of NIQ’s revenues for the three months ended March 31, 2026 and 2025.
The following table disaggregates revenue by reportable segment:
| Three Months Ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
Americas | $ | $ | |||||||||
| EMEA | |||||||||||
| APAC | |||||||||||
| Total revenues | $ | $ | |||||||||
The following table disaggregates revenue by major product offerings and by timing of revenue recognition:
| Three Months Ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
Major product offerings | |||||||||||
| Intelligence | $ | $ | |||||||||
| Activation | |||||||||||
| Total revenues | $ | $ | |||||||||
Timing of revenue recognition | |||||||||||
Data and services transferred over time | $ | $ | |||||||||
Data and services transferred at a point in time | |||||||||||
| Total revenues | $ | $ | |||||||||
Revenues in the United States represented approximately 24 % and 25 % of total revenues for the three months ended March 31, 2026 and 2025, respectively. No other individual country’s revenues were greater than 10% of total revenues during these periods. Revenues in Ireland, the Company’s country of domicile, represented approximately 1
At the inception of a contract, NIQ generally expects the period between when it transfers its data and services to its clients and when the client pays for such services will be one year or less.
Contract assets represent NIQ’s rights to consideration in exchange for services transferred to a client that have not been billed as of the reporting date. While the Company’s rights to consideration are generally unconditional at the time its performance obligations are satisfied, under certain circumstances the related billing occurs in arrears. At March 31, 2026 and December 31, 2025, $241.6 million and $133.9 million, respectively, of contract assets were recorded as a component of trade receivables, net in the unaudited condensed consolidated balance sheets.
Deferred revenues relate to advance consideration received or the right to consideration that is unconditional from clients for which revenue is recognized when the performance obligation is satisfied and control is transferred to the client. At December 31, 2025, $262.0 million of deferred revenues were recorded in the unaudited condensed consolidated balance sheets, of which substantially all was recognized as revenue during the three months ended March 31, 2026. At March 31, 2026, the balance of deferred revenues was $331.0 million.
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As of March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $1.9 billion. The Company expects to recognize revenue related to these performance obligations as follows:
| Year Ending December 31, | (in millions) | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total | $ | ||||
5. GOODWILL
The table below summarizes the changes in the carrying amount of goodwill by reportable segment during the periods presented:
(in millions) | Americas | EMEA | APAC | Total | |||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Reporting unit reassignment(1) | ( | ||||||||||||||||||||||
Foreign currency exchange rate changes | ( | ( | ( | ||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
(1) Represents the reassignment of goodwill as a result of the Company reorganizing its segments as further discussed in Note 13. “Reportable Segments”.
6. SUPPLEMENTAL BALANCE SHEET INFORMATION
The Company has a program in which trade receivables are sold to third parties. On March 25, 2026, the Company amended its existing factoring agreement to increase the available capacity under the program from €270.0 million to €300.0 million (equivalent to approximately $346.6 million USD as of March 31, 2026), with the underlying transactions accounted for as true sales, without recourse. In instances where the underlying sales transaction has not yet met the criteria for revenue recognition, the transfer is accounted for as a sale of future revenues. The proceeds received for the sale of future revenues are recorded within short-term debt and current portion of long-term debt in the unaudited condensed consolidated balance sheets. The Company maintains servicing responsibilities for the majority of the receivables sold during the year, for which the related costs are not significant.
As of March 31, 2026 and December 31, 2025, $154.8 million and $193.9 million, respectively, of previously sold receivables remained outstanding. The Company recorded costs associated with the factoring program in nonoperating expense, net, primarily representing administrative and financing costs which totaled $2.0 million and $2.8 million for the three months ended March 31, 2026 and 2025, respectively. The Company recorded a liability for its financing obligation under the program of $36.0 million and $51.4 million as of March 31, 2026 and December 31, 2025, respectively. The proceeds from the sales are reported as operating activities in the unaudited condensed consolidated statements of cash flows and totaled $324.4 million and $340.1 million for the three months ended March 31, 2026 and 2025, respectively.
Prepaid expenses and other current assets consisted of the following:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Prepaid expenses | $ | $ | |||||||||
Derivative assets (Note 8) | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
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Other noncurrent assets consisted of the following:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Rent guarantee deposits | $ | $ | |||||||||
| Equity method investments | |||||||||||
| Defined benefit plan assets | |||||||||||
| Cost method investments | |||||||||||
| Prepaid expenses | |||||||||||
| Debt issuance costs | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Accrued expenses consisted of the following:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Data and professional services | $ | $ | |||||||||
| Payroll and benefit costs | |||||||||||
Restructuring liabilities (Note 11) | |||||||||||
| Accrued income taxes | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Other current liabilities consisted of the following:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Operating lease liabilities | $ | $ | |||||||||
| Short-term deferred consideration | |||||||||||
Derivative liabilities (Note 8) | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Other noncurrent liabilities consisted of the following:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Defined benefit plan liabilities | $ | $ | |||||||||
Derivative liabilities (Note 8) | |||||||||||
| Long-term deferred consideration | |||||||||||
Restructuring liabilities (Note 11) | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
7. DEBT
Term Loans and Revolver
The Company, through its subsidiaries, has a credit agreement (“the Credit Agreement”), comprising term loans and a revolving facility (the “Revolver”). In connection with the Credit Agreement, the Company is party to the Dutch Security Agreement and has pledged bank receivables and intercompany receivables (each as defined in the Dutch Security Agreement).
2025 Debt Refinancing
On January 24, 2025, the Credit Agreement was amended to consolidate previous debt tranches into a single USD Term Loan (“USD Term Loan”) and a single EUR Term Loan (“EUR Term Loan”) (the “2025 Debt Refinancing”). The transaction resulted in a $10.3 million loss related to the write-off of unamortized debt discount and issuance costs, along with expense of $0.3 million for third-party legal fees. The Company recorded the loss in nonoperating expense, net. The Revolver remains unchanged as a result of the 2025 Debt Refinancing. The term loans mature on March 5, 2028 and require quarterly principal payments equal to 0.25 % of the original principal. The respective terms of each debt arrangement are further described below.
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On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the “Trigger Maturity Date”), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the “Modified Maturity Date”), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. On July 24, 2025, as part of the IPO discussed in Note 1. “Organization”, the Company used approximately $533.4 million of the net proceeds from the IPO to repay all outstanding principal amounts under the Revolver.
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, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. Additionally, the Company used approximately $298.4 million of the net proceeds from the IPO to repay €255.0 million (approximately $298.4 million USD) of the EUR Term Loan, including accrued interest of $2.8 million USD and accrued interest on the USD Term Loan of $5.7 million.
In connection with both the July 11, 2025 and August 12, 2025 amendments, the Company recognized a combined loss of $24.7 million, which included $16.1 million for the write-off of unamortized discount and $8.6 million for the write-off of unamortized debt issuance costs, along with expense of $1.3 million for third-party legal fees. The amounts associated with the write-off were included in nonoperating expense, net.
The following table sets forth the Company’s outstanding indebtedness as of March 31, 2026 and December 31, 2025:
(in millions) | March 31, 2026 | December 31, 2025 | |||||||||
USD Term Loan, less unamortized discount of $ | $ | $ | |||||||||
EUR Term Loan, less unamortized discount of $ | |||||||||||
| Revolver | |||||||||||
| Other debt | |||||||||||
| Total debt | |||||||||||
| Finance leases | |||||||||||
| Other financing obligations | |||||||||||
| Total debt, finance leases and other financing obligations | |||||||||||
| Less: Unamortized debt issuance costs | ( | ( | |||||||||
| Less: Short-term debt and current portion of long-term debt | ( | ( | |||||||||
Total long-term debt | $ | $ | |||||||||
USD Term Loan
On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 USD Term Loan, 2023 USD Term Loan and 2023 Liquidity Term Loan into the USD Term Loan. At the time of the amendment the loans had an aggregate principal balance of $2,263.4 million. Immediately following the 2025 Debt Refinancing, the USD Term Loan had a principal balance of $2,270.0 million. The Credit Agreement was also amended to reduce the interest rate spread on the USD Term Loan to 350 basis points.
On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the USD Term Loan to 250 basis points and extend the maturity date to October 31, 2030. The Company used net proceeds from the IPO to repay accrued interest on the USD Term Loan of $5.7 million. Since the third quarter of 2025, the Company has maintained certain ratio levels in the Credit Agreement which continue to allow a reduced interest rate spread of 225 basis points.
At March 31, 2026, the interest rate for the USD Term Loan was approximately 5.9 %.
EUR Term Loan
On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 EUR Term Loan and 2023 EUR Term Loan into the EUR Term Loan. At the time of the amendment the loans had an aggregate principal balance of €1,388.5 million (equivalent to approximately $1,459.3 million USD). Immediately following the 2025 Debt Refinancing, the EUR Term Loan had a principal balance of €1,390.0 million (equivalent to approximately $1,460.9 million USD). The Credit Agreement was also amended to reduce the interest rate spread on the EUR Term Loan to 350 basis points.
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On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the EUR Term Loan to 300 basis points and extend the maturity date to October 31, 2030. The Company used net proceeds from the IPO to repay €255.0 million (approximately $298.4 million USD) of the EUR Term Loan, including accrued interest of $2.8 million USD. Since the third quarter of 2025, the Company has maintained certain ratio levels in the Credit Agreement which continue to allow a reduced interest rate spread of 275 basis points.
At March 31, 2026, the interest rate for the EUR Term Loan was approximately 4.7 %.
Revolver
On March 5, 2021, the Company entered into a revolving facility. The maximum borrowing capacity was $350.0 million at the commencement of the facility, with the capacity being increased through subsequent amendments to the Credit Agreement. At the commencement of the Credit Agreement, the Revolver had a maturity date of March 5, 2026. The commitment fee is 25 to 50 basis points dependent on certain ratio levels. Borrowings are subject to an interest rate spread of 325 to 375 basis points dependent on certain ratio levels. On August 31, 2022, the Credit Agreement was amended to replace LIBOR with term SOFR for borrowings denominated in U.S. dollars. On June 28, 2024, the Credit Agreement was amended to extend the maturity date of the Revolver to March 5, 2028.
On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the “Trigger Maturity Date”), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the “Modified Maturity Date”), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. On July 24, 2025, the Company used approximately $533.4 million of the net proceeds from the IPO to repay all outstanding principal amounts under the Revolver. On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels.
At March 31, 2026 and December 31, 2025, the maximum and available borrowing capacity under the Revolver was $747.5 million due to no outstanding borrowings on the Revolver reduced by an outstanding letter of credit with the lender as of the reported dates.
Covenant Compliance
The Credit Agreement contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires the Company to maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) if outstanding indebtedness exceeds a certain level. In addition, the Credit Agreement requires mandatory prepayments of the term loans if the Company’s excess cash flow (as defined in the Credit Agreement) exceeds a certain level.
The Company was in compliance with all relevant covenants contained in the Credit Agreement as of March 31, 2026.
Maturity Profile
The following table sets forth the aggregate principal repayment requirements for total debt:
(in millions) | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
Total payments on debt | |||||
Unamortized debt discounts | ( | ||||
Total debt | $ | ||||
Debt Issuance Costs
The Company capitalizes costs associated with the issuance of debt, and such costs are amortized over the term of the respective debt instrument. The Company incurred costs associated with executing amendments related to the term loans of $2.5 million for the three months ended March 31, 2025. The Company did not incur such costs for the three months ended March 31, 2026
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As of March 31, 2026 and December 31, 2025, unamortized debt issuance costs associated with the Company’s term loans totaled $38.9 million and $41.1 million, respectively, and were presented as a reduction of debt in the unaudited condensed consolidated balance sheets. Unamortized debt issuance costs associated with the Revolver totaled $6.1 million and $6.5 million as of March 31, 2026 and December 31, 2025, respectively, and were presented as other noncurrent assets in the unaudited condensed consolidated balance sheets.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments primarily consist of cash and cash equivalents, trade receivables, accounts payable, outstanding indebtedness, derivative instruments and benefit plan assets. The carrying value of the Company’s financial instruments approximates fair value due to the short-term nature of the instruments, except for outstanding indebtedness, derivative instruments and other financial instruments as further discussed below.
The inputs used in the determination of fair values are categorized according to the fair value hierarchy as being Level 1, Level 2 or Level 3. In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
Investments
Excluding equity method investments, equity securities with a readily determinable fair value are recorded at fair value. Equity securities without a readily determinable fair value are recorded at cost less any impairment. At March 31, 2026 and December 31, 2025, the Company held $45.0 million and $45.1 million, respectively, of investments in equity securities without a readily determinable fair value. These amounts represent investments in entities where the Company does not have the ability to significantly influence the operations of the entity and are presented as other noncurrent assets in the unaudited condensed consolidated balance sheets.
The Company assessed the investments for indicators of impairment and concluded no such indicators exist.
Debt Instruments
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
(in millions) | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||
Term Loans(1)(2) | $ | $ | $ | $ | |||||||||||||||||||
(1) The carrying value of the term loans is presented on a gross basis and excludes unamortized debt discounts.
(2) The reported carrying values of other debt instruments approximate their fair values.
Derivative Instruments
The Company is exposed to cash flow interest rate risk on floating-rate debt under its Credit Agreement and periodically uses interest rate swaps, interest rate caps and interest rate collars to hedge this exposure. The Company is also exposed to fluctuations in foreign currency under its Credit Agreement as certain debt obligations are denominated in a currency other than an entity’s functional currency. The Company uses cross-currency swaps as a hedge of both the foreign currency and interest rate exposures. The interest rate derivative instruments and cross-currency swaps have expiration dates through February 2029 and are designated as hedges for accounting purposes.
The Company also uses cross-currency swaps to hedge foreign currency risk of its net investments in certain foreign subsidiaries. These cross-currency swaps have expiration dates through February 2029 and are designated as net investment hedges for accounting purposes.
13
The Company uses foreign exchange forward contracts to minimize the effect of fluctuating foreign-currency denominated accounts on its earnings, which are not designated as hedges for accounting purposes. As such, gains and losses from changes in fair value are recorded directly to earnings as a component of foreign currency exchange gain, net. In April 2025, the Company entered into foreign exchange forward contracts designated as cash flow hedges for accounting purposes, with the exception of its euro currency hedges, which are not fully designated as hedges for accounting purposes. The foreign exchange forward contracts have expiration dates through February 2027.
For derivatives designated as hedges for accounting purposes, the Company reports the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive (loss) income and reclassifies it into earnings in the same period or periods in which the hedged transaction affects earnings and within the same income statement line item as the impact of the hedged transaction.
The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist that could affect the value of its derivatives. Since the counterparties to derivative instruments have investment-grade credit ratings, the Company considers the counterparty risk to be remote.
The following table sets forth the fair value amounts of derivatives presented in the unaudited condensed consolidated financial statements:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
(in millions) | Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | |||||||||||||||||||
| Derivatives designated as cash flow hedges | |||||||||||||||||||||||
Interest rate contracts | $ | $ | $ | $ | |||||||||||||||||||
| Cross-currency swaps | |||||||||||||||||||||||
Foreign exchange forward contracts | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Derivatives designated as net investment hedges | |||||||||||||||||||||||
| Cross-currency swaps | $ | $ | $ | $ | |||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||
| Cross-currency swaps | $ | $ | $ | $ | |||||||||||||||||||
Foreign exchange forward contracts | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Total derivatives | $ | $ | $ | $ | |||||||||||||||||||
As reported in the Unaudited Condensed Consolidated Balance Sheets | |||||||||||||||||||||||
| Prepaid expenses and other current assets | $ | $ | $ | $ | |||||||||||||||||||
| Other noncurrent assets | |||||||||||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| Other noncurrent liabilities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The fair value of derivative instruments is measured using observable market information. These inputs would be considered Level 2 in the fair value hierarchy. While all of the Company's derivative instruments are subject to master netting arrangements with its counterparties, assets and liabilities related to these contracts are presented on a gross basis within the unaudited condensed consolidated financial statements.
14
The following tables present the gains (losses) on the Company’s interest rate contracts, cross-currency swaps and foreign exchange forward contracts:
(in millions) | Beginning Accumulated Other Comprehensive Gain (Loss) | Amount of gains (losses) recognized, net of tax | Amount of gains (losses) reclassified into income, net of tax | Ending Accumulated Other Comprehensive Gain (Loss) | |||||||||||||||||||
Three Months Ended March 31, 2026: | |||||||||||||||||||||||
| Designated as cash flow hedges: | |||||||||||||||||||||||
Interest rate contracts | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Cross-currency swaps | ( | ||||||||||||||||||||||
Foreign exchange forward contracts | ( | ( | |||||||||||||||||||||
| Designated as net investment hedges: | |||||||||||||||||||||||
Cross-currency swaps | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Three Months Ended March 31, 2025: | |||||||||||||||||||||||
| Designated as cash flow hedges: | |||||||||||||||||||||||
Interest rate contracts | $ | $ | $ | $ | ( | ||||||||||||||||||
Cross-currency swaps | ( | ( | ( | ( | |||||||||||||||||||
| Designated as net investment hedges: | |||||||||||||||||||||||
| Cross-currency swaps | $ | ( | $ | $ | $ | ||||||||||||||||||
The following table presents amounts recognized in foreign currency exchange gain, net on the Company’s derivatives not designated as hedging instruments:
| Three Months Ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
| Derivatives not designated as hedging instruments | |||||||||||
| Cross-currency swaps | $ | ( | $ | ||||||||
| Foreign exchange forward contracts | |||||||||||
| Total | $ | $ | |||||||||
Warrant
Prior to the Reorganization, the Company’s Warrant was held by AI PAVE, an entity that was not previously consolidated in Dutch Holdings’ financial statements. As part of the Reorganization, NIQ Global Intelligence plc retrospectively recast its historical financial statements to present the consolidated results of Dutch Holdings and the AI PAVE Entities on a combined consolidated basis with those of NIQ Global Intelligence plc. See Note 2. “Summary of Significant Accounting Policies” for further detail.
At initial recognition, the Warrant was recorded at fair value and classified as a liability due to a contingent repurchase feature triggered by a change of control event, including an IPO. The liability was remeasured at each reporting date using the Black-Scholes valuation model, with changes in the fair value recorded as a component of nonoperating expense, net. The valuation incorporated unobservable inputs, qualifying the Warrant as a Level 3 instrument under the fair value hierarchy.
Upon the IPO, the Warrant converted to represent the right to subscribe for up to 17,725,122 ordinary shares of NIQ Global Intelligence plc at an exercise price of $16.93 per share, and the contingent repurchase obligation ceased pursuant to the terms of the Warrant. Consequently, the Warrant was reclassified from a liability to permanent equity on the condensed consolidated balance sheets at a fair value of $231.1 million. As the Warrant is no longer subject to remeasurement, future changes in fair value will not be recognized.
The following table presents a reconciliation of the liability-classified Warrant prior to reclassification to equity:
(in millions) | Three Months Ended March 31, 2025 | ||||
Balance at beginning of period | $ | ||||
| Change in fair value | |||||
Balance at end of period | $ | ||||
15
The level 3 fair value inputs used in the valuation of the liability-classified Warrant were as follows:
| March 31, 2025 | |||||
Volatility | |||||
Risk-free rate | |||||
| Discount for lack of marketability | |||||
Term (in years) | |||||
9. EARNINGS PER SHARE
Prior to the Reorganization, NIQ Global Intelligence plc had 100 ordinary shares outstanding. Following the Reorganization (and prior to the IPO), NIQ Global Intelligence plc had 245,000,000 ordinary shares outstanding, resulting in an effective share split of 1:2,450,000. For purposes of calculating loss per share, the effective share split has been applied retrospectively as though the Reorganization had occurred at the beginning of the earliest period presented, reflecting the common control relationship among the entities involved.
The following table sets forth the computation of basic and diluted loss per share for the periods presented:
| Three Months Ended March 31, | |||||||||||
(in millions, except share and per share data) | 2026 | 2025 | |||||||||
| Numerator: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Less: Net income attributable to noncontrolling interests | |||||||||||
Net loss attributable to NIQ | $ | ( | $ | ( | |||||||
| Denominator: | |||||||||||
| Weighted average basic and diluted NIQ ordinary shares outstanding | |||||||||||
| Basic and diluted loss per share from: | |||||||||||
| Net loss attributable to NIQ | $ | ( | $ | ( | |||||||
Antidilutive securities excluded from the calculation of diluted earnings per share | |||||||||||
Warrant | |||||||||||
| RSUs | |||||||||||
| PSUs | |||||||||||
| Phantom Awards | |||||||||||
| Total excluded antidilutive securities | |||||||||||
See Note 16. “Share-based compensation” to the consolidated financial statements within the Company’s 2025 Annual Report on Form 10-K for a description of the terms and conditions of previously granted awards.
During the current quarter ended, additional RSUs were granted, with terms and conditions similar to those granted during 2025, as were performance-based awards. The PSUs and performance‑based Phantom Awards vest based on cumulative performance over a three‑year period, with payouts ranging from 50 % to 200 % of target depending on achievement of Adjusted earnings per share, revenue, and free cash flow targets. Targets have not yet been achieved.
10. INCOME TAXES
For the three months ended March 31, 2026 and 2025, the Company’s effective tax rate was (41 )% and (25 )%, respectively. The change in the Company’s 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 changes in jurisdictional earnings offset by refunds and non-taxable gains on divestitures in the prior year.
16
11. RESTRUCTURING ACTIVITIES
In February 2026, the Company approved an incremental cost realignment program (the “2026 Program”) intended to further streamline the organization and drive operational efficiency. The 2026 Program supports the Company’s ongoing efforts to enhance margin performance through continued optimization of its workforce, enhancements to its sales organization and other support functions and simplification of overall business processes. Investments in automation and artificial intelligence (“AI”) are anticipated to accelerate the Company’s optimization efforts as it begins its journey to operationalize these digital tools throughout the organization. Collectively, these actions are expected to improve efficiency, customer satisfaction, product innovation and productivity. The 2026 Program is intended to further reduce costs primarily within selling, general and administrative expenses.
The following table summarizes activity related to liabilities associated with restructuring activities:
(in millions) | 2026 Program | Cost Efficiency Program(1) | GfK Integration(2) | Total | |||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Charges (credits) | ( | ( | |||||||||||||||||||||
Payments | ( | ( | ( | ( | |||||||||||||||||||
Other adjustments | ( | ( | ( | ( | |||||||||||||||||||
Balance as of March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
(1)As part of the Company’s Transformation Program, the Cost Efficiency Program centers on insourced activity from, and restructured expenses with, third party providers, technology and operational process redesign, labor arbitrage and rationalization and reduction in non-client-impacting expense.
(2)GfK Integration reflects actions to drive permanent cost savings and operational efficiencies in connection with the GfK Combination.
In January 2026, Ms. Tracey Massey resigned from her position as Chief Operating Officer. As a result, for the three months ended March 31, 2026, the Company recognized incremental non‑cash compensation charges of $9.5 million in connection with her separation agreement. These charges, comprised of share-based compensation expense arising from award modifications, were recorded within restructuring costs in the unaudited condensed consolidated statements of operations.
12. PENSION AND OTHER POST-RETIREMENT BENEFITS
The following table presents the components of net periodic pension cost:
| Three Months Ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
Service cost | $ | $ | |||||||||
Interest cost | |||||||||||
Expected return on plan assets | ( | ( | |||||||||
| Amortization of net gain | ( | ( | |||||||||
| Net periodic pension cost | $ | $ | |||||||||
Service cost is reported as a component of selling, general and administrative expenses. The other components of net periodic pension cost totaling net benefits of $1.3 million and $0.9 million for the three months ended March 31, 2026 and 2025, respectively, were presented as a component of nonoperating expense, net.
13. REPORTABLE SEGMENTS
The Company operates 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. Each segment provides similar services through the Company’s Intelligence and Activation offerings but to different geographic regions across the world.
Beginning in 2026, the South Asia region, which was formerly included in the APAC reportable segment, is managed within the EMEA reportable segment. Additionally, revenues and expenses related to Global Services & Other, which were formerly included in the EMEA reportable segment, are now attributed and reported within the applicable reportable segment based on geographical location of service. Segment results have been adjusted retrospectively to reflect these changes.
The Company’s chief operating decision maker (the “CODM”) is the chief executive officer of the Company. The CODM evaluates performance based on revenues and the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis. The CODM uses Adjusted EBITDA as the profit measure because it eliminates the impact of certain items that are not considered indicative of the core operations of the Company’s business, which is useful to compare operating results between periods. The Company’s executive management team also uses Adjusted EBITDA as a compensation measure under the incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to NIQ. The CODM does not evaluate performance or allocate resources based on segment asset data and therefore total segment assets are not presented.
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The Company incurs corporate costs related to centralized support functions, including those related to technology, treasury, tax, legal and other centralized functions. Corporate expenses not directly identifiable with a reportable segment are reported below to reconcile the reportable segments to the unaudited condensed consolidated financial statements.
The following table sets forth revenue, significant segment expenses regularly provided to the CODM and Adjusted EBITDA by reportable segment for the periods presented:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
(in millions) | Americas | EMEA | APAC | Americas | EMEA | APAC | |||||||||||||||||||||||||||||
Revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||||
Data acquisition costs | |||||||||||||||||||||||||||||||||||
Other segment costs(1) | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Other segment costs primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
The following table reconciles Adjusted EBITDA by segment to loss before income taxes, for the periods presented:
| Three Months Ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
| Adjusted EBITDA by segment | |||||||||||
| Americas | $ | $ | |||||||||
| EMEA | |||||||||||
| APAC | |||||||||||
| Total segment Adjusted EBITDA | |||||||||||
| Adjustments to reconcile to loss before income taxes: | |||||||||||
| Corporate expenses not allocated to segments | ( | ( | |||||||||
| Depreciation and amortization | ( | ( | |||||||||
| Interest expense, net | ( | ( | |||||||||
2026 Program costs and other non-cash compensation expense(1) | ( | ||||||||||
Transformation program costs(2) | ( | ( | |||||||||
GfK integration costs(3) | ( | ( | |||||||||
Acquisitions and transaction related costs(4) | ( | ( | |||||||||
| Foreign currency exchange gain, net | |||||||||||
Nonoperating items, net(5) | ( | ( | |||||||||
| Share-based compensation expense | ( | ( | |||||||||
| Impairment of long-lived assets | ( | ||||||||||
| Net income attributable to noncontrolling interests | |||||||||||
Other operating items, net(6) | ( | ||||||||||
| Loss before income taxes | $ | ( | $ | ( | |||||||
(1) Includes (i) 2026 Program restructuring expenses for employee separation costs as further discussed in Note 11. “Restructuring Activities”, as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.
(2) Transformation program costs include costs associated with accelerated technology investment and consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.
(3) GfK integration costs include costs for consulting fees and integration associated with the GfK Combination as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.
(4) Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.
(5) Consists of adjustments related to: (i) net periodic pension costs other than service cost, (ii) factoring fees, (iii) write-off of unamortized debt discount and debt issuance costs, (iv) deconsolidation of subsidiaries, (v) settlement of tax indemnification, (vi) other nonoperating expenses and (vii) remeasurement of warrant to fair value. See Note 14. “Nonoperating expense, net” for further information on these adjustments.
(6) Consists primarily of adjustments related to gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations.
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The Company conducts business in the following countries that hold 10% or more of total tangible long-lived assets:
| March 31, 2026 | December 31, 2025 | ||||||||||
Germany | % | % | |||||||||
United States | % | % | |||||||||
Tangible long-lived assets in Ireland, the Company’s country of domicile, represented less than 1
14. NONOPERATING EXPENSE, NET
The following table sets forth the components of nonoperating expense, net:
| Three Months Ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
Remeasurement of warrant to fair value (Note 8) | $ | $ | ( | ||||||||
Write-off of unamortized debt discount and debt issuance costs (Note 7) | ( | ||||||||||
| Factoring fees | ( | ( | |||||||||
Net periodic pension benefit, other than service cost | |||||||||||
| Earnings from equity method investments | |||||||||||
Income from transition services agreement | |||||||||||
Settlement of tax indemnification | ( | ||||||||||
Other | ( | ( | |||||||||
| Nonoperating expense, net | $ | $ | ( | ||||||||
15. COMMITMENTS AND CONTINGENCIES
The Company is subject to litigation and other claims in the ordinary course of business. As of March 31, 2026, the Company does not believe there is a reasonable possibility that any material loss exceeding the amounts already recognized for such legal matters has been incurred. However, the ultimate resolutions of these legal matters are inherently unpredictable. As such, the Company’s financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these legal matters. Further, there can be no assurance that future litigation to which the Company becomes a party will not have a material adverse effect on the business, financial position, cash flows or results of operations.
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table sets forth the changes in each component of accumulated other comprehensive loss, net of tax:
| (in millions) | Foreign Currency Translation | Defined Benefit Plans | Cash Flow Hedges | Accumulated Other Comprehensive (Loss) Income | |||||||||||||||||||
Balance as of December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency adjustments: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Net investment hedges | ( | ( | |||||||||||||||||||||
Cash flow hedges, net of tax of $ | |||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency adjustments: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Net investment hedges | |||||||||||||||||||||||
Cash flow hedges, net of tax of $ | ( | ( | |||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 are forward-looking statements.
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, factors and assumptions described in Part II, Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q, including, among other things:
•our estimates and expectations of industry trends, including online retail purchases, consumer preferences related to personalized shopping experiences;
•our ability to leverage AI in our business and our ability to deliver valuable global insights from data collection and processing;
•our ability to build new and innovative solutions that cater to our clients’ specific requirements;
•the value to our stakeholders of further integrating AI into our Ecosystem;
•our ability to continuously grow data and insights, expand client usage, attract more data sharing and drive more innovation for brands, retailers and other clients, ultimately improving outcomes for consumers;
•our market opportunity;
•our growth strategy, including our ability to develop and launch new products, increase our subscription revenue base, extend our retailer relationships, increase our SMB client base and penetrate international markets, expand within new verticals and leverage strategic acquisitions;
•our belief that we will continue to deliver long-term growth and strong operating margins;
•our ability to remediate the material weaknesses in our internal control over financial reporting on a timely basis or otherwise maintain effective internal control over financial reporting;
•the predictability of our recurring revenue base and our ability to retain our client relationships;
•our continued expansion with the pet, beauty, tobacco, beverage and alcohol and other fast-growing verticals, and our ability to capture related whitespace opportunity; and
•our ability to execute on our go-to-market approach.
This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary and other risks that we face can be found below under the heading Part II, Item 1A. Risk Factors and should be carefully considered, together with other information in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC, before making an investment decision regarding our ordinary shares.
The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this report. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as “n/m”.
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Company Overview
We are a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. We manage a comprehensive and integrated ecosystem – The NIQ Ecosystem – which combines proprietary data, best-in-class technology, human intelligence and highly sophisticated software applications and analytics solutions. Our unified, AI-powered technology platform aggregates, harmonizes and enriches vast amounts of global consumer shopping data from a myriad of diverse sources, generates rich, proprietary reference data and metadata and provides a global, omnichannel view of consumer shopping behavior – The Full ViewTM. Leveraging our strong NIQ brand, long-term client relationships, global scale, proprietary technology and extensive data and insights, we are positioned as a global leader in measuring, analyzing and predicting consumer behavior in the fast moving consumer goods, technology and durables and other verticals in which we operate. We believe our solutions, mission-critical insights, analytics and software applications are deeply embedded across our clients’ enterprise supporting their strategic and operational decisions, enabling them to measure performance, maintain and strengthen their market positions and drive innovation and profitable growth.
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% of our revenue for the three months ended March 31, 2026. Our Intelligence subscription revenue for the three months ended March 31, 2026 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 104%. 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.
Recent Developments
Reorganization
On July 22, 2025, the Reorganization was completed, whereby NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including Intermediate Dutch Holdings B.V., a private company with limited liability organized under the laws of the Netherlands (“Dutch Holdings”). All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc.
Initial Public Offering
On July 24, 2025, we completed our IPO, in which we issued and sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. We received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The aggregate net proceeds were used to repay a portion of our outstanding borrowings. See Note 1. “Organization” and Note 7. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.
Revolver and Term Loan Refinancing
On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to the Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the “Trigger Maturity Date”), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the “Modified Maturity Date”), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the Revolver to 25 to 37.5 basis points dependent on certain ratio levels.
On August 12, 2025, the Credit Agreement was 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, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. See Note 7. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.
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2026 Restructuring
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 expect that execution of the 2026 Program will occur primarily in the first half of 2026, subject to local laws and consultation requirements.
2025 Segment Recast
Our segment disclosure is intended to provide investors with a view of the business that is consistent with management’s view of the Company. We manage our business and report our financial results through the following three segments:
• Americas, which includes North America and Latin America
• EMEA, which includes Europe, the Middle East, Africa and South Asia
• APAC, which includes Asia and the western Pacific region
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 is now managed as part of the respective reportable segment based on geography of service. Segment results have been adjusted retrospectively to reflect these changes.
Financial Highlights
This summary unaudited condensed consolidated financial data (as reported) provides highlights from the results of operations that follows.
| Revenue as a percentage of total | |||||||||||||||||||||||
| Three Months Ended March 31, | % | % | |||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||
Americas revenue | $ | 432.2 | $ | 380.6 | 40.3% | 39.4% | |||||||||||||||||
EMEA revenue | 487.3 | 430.5 | 45.4% | 44.6% | |||||||||||||||||||
APAC revenue | 153.2 | 154.8 | 14.3% | 16.0% | |||||||||||||||||||
| Total Revenue | $ | 1,072.7 | $ | 965.9 | |||||||||||||||||||
| Revenue by product groupings: | |||||||||||||||||||||||
Intelligence revenue | $ | 884.0 | $ | 797.4 | 82.4% | 82.6% | |||||||||||||||||
Activation revenue | 188.7 | 168.5 | 17.6% | 17.4% | |||||||||||||||||||
| Total Revenue | $ | 1,072.7 | $ | 965.9 | |||||||||||||||||||
Factors Affecting Results of Operations
The following factors, among others described herein, have been important to our business, and we expect them to continue to impact our results of operations and financial condition in future periods:
•Sale of Netquest. On December 17, 2024, we entered into an agreement to sell our ownership interest in Netquest, a provider of panels primarily located in Europe acquired through the GfK Combination. On February 3, 2025, we completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The proceeds were primarily used to repay outstanding borrowings on the Revolver. See Note 3. “Disposals” in the notes to the unaudited condensed consolidated financial statements for additional information.
22
•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 these combined 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.
•2026 Restructuring. 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. 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.
Outside of the factors described above, the Factors Affecting Results of Operations have remained materially unchanged from those events disclosed as of December 31, 2025 in the audited consolidated financial statements.
Key Performance Metrics
We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions:
Intelligence Subscription Revenue
Subscription Revenue is defined as Annualized Revenue from subscription services associated with annual and multi-year contracts, and renewal licensing services within our Intelligence solutions; it excludes contracts and products, that are short-term in nature, which we define to mean less than 12 months in duration.
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, and then (iii) annualizing the average contract value across the trailing twelve months. Subscription Revenue and related metrics reported for the three months ended March 31, 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, 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:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Intelligence Subscription Revenue | $ | 2,934 | $ | 2,707 | |||||||
| Intelligence Subscription Revenue Growth (%) | 5.9% | 7.3% | |||||||||
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Net Dollar Retention (“NDR”)
NDR represents the amount of Annualized Revenue that we generate from our existing clients. To compute NDR for any period, we compare the Annualized Revenue for Intelligence Revenue or for Intelligence Subscription Revenue at the end of the prior year comparable quarter (“beginning of period Annualized Revenue”) to the Annualized Revenue from that same cohort of clients at the end of the current quarter (“retained Annualized Revenue”); we then divide the retained Annualized Revenue by the beginning of period Annualized Revenue to arrive at the NDR. The calculation includes the positive impact within the same cohort of clients of selling additional products, cross-selling products, price increases and the impact of clients who have returned after a short period in which they did not purchase our solutions. The calculation does not include the impact of revenue increases from acquiring new clients (whether from the ordinary course of business or acquisitions) during the period and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. NDR is used by our management as an indicator of our ability to retain and grow revenue from our existing clients, as well as the stability of our revenue and as such, we believe it can be useful for investors in evaluating the strength of our business.
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| NDR for Intelligence Subscription Revenue | 104% | 105% | |||||||||
Gross Dollar Retention (“GDR”)
GDR represents the amount of prior period Annualized Revenue we have retained in the current period from existing clients. We compute GDR by comparing the Annualized Revenue (for Intelligence Revenue or for Intelligence Subscription Revenue) from the prior year comparable quarter (“base Annualized Revenue”) to the Annualized Revenue from the same cohort of clients in the current comparable quarter, excluding the benefit of enhancements from any net upsell or pricing increases or the impact of clients who have returned after a short period in which they did not purchase our solutions (“retained Annualized Revenue”). We then divide the retained Annualized Revenue by the base Annualized Revenue. The calculation reflects only client losses and does not reflect client expansion or contraction, or revenue from new clients (whether from the ordinary course of business or acquisitions) and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. GDR is used by our management as an indicator of value that our solutions provide to our clients as represented by our ability to retain our existing client base and as such, we believe it can be useful for investors in evaluating the strength of our business.
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| GDR for Intelligence Subscription Revenue | 99% | 98% | |||||||||
Components of Results of Operations
Revenues
We report revenue according to three reportable segments: Americas, EMEA and APAC. Within these segments, we generate revenue from solutions in two product groupings: (i) Intelligence and (ii) Activation. Intelligence solutions include sales of retail omnichannel measurement, consumer panel, eCommerce and other data. Activation solutions include sales of customized analytics research and predictive models to improve decisions around product innovation, pricing, marketing and supply chain.
Cost of revenues (excluding depreciation and amortization)
Cost of revenues 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. “Revenue” of our notes to the unaudited condensed consolidated financial statements.)
Selling, general and administrative expenses
Selling, general and administrative expenses primarily include personnel-related costs, costs for professional and consultancy services and occupancy costs.
Depreciation and amortization
Depreciation and amortization primarily includes amortization of internally developed software and acquired intangibles, which relate to computer software, client relationships, retail partnerships and trade names and trademarks. Depreciation primarily relates to buildings and leasehold improvements, as well as information and communication equipment.
Impairment of long-lived assets
Impairment of long-lived assets includes impairment charges related to operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
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Restructuring, net
Restructuring charges include programs pursuant to which we realign operations to improve effectiveness and efficiency, such as reducing headcount and consolidation of operations. Restructuring charges primarily related to severance costs related to employee separation packages, which are calculated based on salary levels and past service periods.
Other operating income, net
Other operating income, net includes income from third-party subleases and charges to equity method investments to recover costs incurred by us for providing technology and other infrastructure services.
Interest expense, net
Interest expense, net primarily includes interest related to our term loans and Revolver, along with the associated amortization of debt discount and debt issuance costs.
Foreign currency exchange gain, net
Foreign currency exchange gain, net primarily relates to debt obligations denominated in a currency other than an entity’s functional currency as well as the impact of foreign exchange hedges.
Nonoperating expense, net
Nonoperating expense, 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.
Income tax expense
Income tax expense includes U.S. federal, U.S. state and non-U.S. income tax and withholding tax expense. We provide for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the unaudited condensed consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
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Results of Operations
For the three months ended March 31, 2026 and 2025, our results of operations were as follows:
| Change | |||||||||||||||||||||||
| Three Months Ended March 31, | 2026 vs. 2025 | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Revenues | $ | 1,072.7 | $ | 965.9 | $ | 106.8 | 11.1 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Cost of revenues (excluding depreciation and amortization shown separately below) | 475.0 | 430.8 | 44.2 | 10.3 | % | ||||||||||||||||||
Selling, general and administrative expenses | 396.1 | 371.7 | 24.4 | 6.6 | % | ||||||||||||||||||
Depreciation and amortization | 153.7 | 148.5 | 5.2 | 3.5 | % | ||||||||||||||||||
Impairment of long-lived assets | — | 0.7 | (0.7) | n/m | |||||||||||||||||||
Restructuring, net | 64.9 | 4.6 | 60.3 | n/m | |||||||||||||||||||
| Other operating income, net | (6.8) | (6.1) | (0.7) | 11.5 | % | ||||||||||||||||||
| Total operating expenses | 1,082.9 | 950.2 | 132.7 | 14.0 | % | ||||||||||||||||||
| Operating (loss) income | (10.2) | 15.7 | (25.9) | (165.0) | % | ||||||||||||||||||
Interest expense, net | (58.5) | (83.5) | 25.0 | (29.9) | % | ||||||||||||||||||
| Foreign currency exchange gain, net | 5.6 | 32.0 | (26.4) | (82.5) | % | ||||||||||||||||||
| Nonoperating expense, net | — | (58.8) | 58.8 | n/m | |||||||||||||||||||
| Loss before income taxes | (63.1) | (94.6) | 31.5 | 33.3 | % | ||||||||||||||||||
| Income tax expense | (25.6) | (23.3) | (2.3) | 9.9 | % | ||||||||||||||||||
| Net loss | (88.7) | (117.9) | 29.2 | 24.8 | % | ||||||||||||||||||
Less: Net income attributable to noncontrolling interests | 1.4 | 1.9 | (0.5) | (26.3) | % | ||||||||||||||||||
| Net loss attributable to NIQ | $ | (90.1) | $ | (119.8) | $ | 29.7 | 24.8 | % | |||||||||||||||
Revenues
Revenues increased $106.8 million, or 11.1%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, reflecting solid growth across 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 and increased service delivery, with pricing strategy providing meaningful contribution. Intelligence performance benefited from broader coverage, increased service driven by enhanced granularity across offerings, while Activation growth was supported by expansion across solutions, higher volumes and scope of services delivered.
Cost of revenues (excluding depreciation and amortization shown separately below)
Cost of revenues increased $44.2 million, or 10.3%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 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
Selling, general and administrative expenses increased $24.4 million, or 6.6%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was due primarily to inflationary costs and increased personnel costs to support the growing business.
Depreciation and amortization
Depreciation and amortization increased $5.2 million, or 3.5%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily due to an increase in amortization for internally developed software for the same periods.
Impairment of long-lived assets
Impairment of long-lived assets decreased $0.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This decrease is driven by the impairment of operating lease right-of-use assets during the three months ended March 31, 2025.
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Restructuring, net
Restructuring, net increased $60.3 million, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase in restructuring charges was driven by (i) the 2026 Program costs which include employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications as a result of Ms. Tracey Massey’s resignation from her position as Chief Operating Officer. See Note 11. “Restructuring Activities” in the notes to unaudited condensed consolidated financial statements for additional information.
Other operating income, net
Other operating income, net increased $0.7 million, or 11.5%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase is primarily attributable to sublease income from our leasing arrangements.
Interest expense, net
Interest expense, net decreased $25.0 million, or 29.9%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 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. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.
Foreign currency exchange gain, net
Foreign currency exchange gain, net decreased by $26.4 million to a net gain of $5.6 million for the three months ended March 31, 2026. The decrease was primarily driven by higher foreign currency losses related to the depreciation of the US Dollar against the Euro.
Nonoperating expense, net
Nonoperating expense, net decreased $58.8 million, or 100.0%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was driven by the remeasurement of warrant to fair value and write-off of debt issuance costs that occurred during the three months ended March 31, 2025.
Income tax expense
Income tax expense increased $2.3 million, a change of 9.9% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. For the three months ended March 31, 2026 and 2025, the effective tax rate was (41)% and (25)%, 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.
Segment Results
Our segment disclosure is intended to provide investors with a view of the business that is consistent with management’s view of the Company. We manage our business and report our financial results through the following three segments:
• Americas, which includes North America and Latin America
• EMEA, which includes Europe, the Middle East, Africa and South Asia
• APAC, which includes Asia and the western Pacific region
The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the three months ended March 31, 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. “Reportable Segments” in the notes to unaudited condensed consolidated financial statements for additional information.
Americas
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Segment Revenues | $ | 432.2 | $ | 380.6 | |||||||
| Segment Adjusted EBITDA | 122.5 | 108.2 | |||||||||
| Segment Adjusted EBITDA Margin % | 28.3% | 28.4% | |||||||||
Segment Revenues
Americas’ segment revenues increased by $51.6 million, or 13.6%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven primarily by strong retention, expansion revenue and increased service across the existing client base. Segment Intelligence revenue increased by $36.4 million due to strong retention complemented by value-based pricing, increased service driven by expanded coverage and granularity across product offerings. Segment Activation revenue increased by $15.2 million driven by expansion revenue, higher project demand and volume increases.
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Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
Americas’ segment Adjusted EBITDA increased by $14.3 million, or 13.2% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin decreased by 0.1% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The change was primarily attributable to the increase in segment revenues for the three months ended March 31, 2026, offset by increased segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
EMEA
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Segment Revenues | $ | 487.3 | $ | 430.5 | |||||||
| Segment Adjusted EBITDA | 155.2 | 125.2 | |||||||||
| Segment Adjusted EBITDA Margin % | 31.8% | 29.1% | |||||||||
Segment Revenues
EMEA segment revenues increased by $56.8 million, or 13.2%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven by a combination value-based pricing and expansion of services across the existing client base. Segment Intelligence revenue increased $51.3 million, primarily reflecting the impact of value-based pricing, supplemented by expansion revenue and increased service driven by broader coverage and granularity. Segment Activation revenue increased $5.5 million driven by higher project demand and volume increases.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
EMEA segment Adjusted EBITDA increased by $30.0 million, or 24.0%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin increased by 2.7% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The change was primarily attributable to the increase in segment revenues for the three months ended March 31, 2026, partially offset by increased segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
APAC
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Segment Revenues | $ | 153.2 | $ | 154.8 | |||||||
| Segment Adjusted EBITDA | 34.8 | 31.6 | |||||||||
| Segment Adjusted EBITDA Margin % | 22.7 | % | 20.4 | % | |||||||
Segment Revenues
APAC segment revenues decreased by $1.6 million, or 1.0%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, driven by reduced service and volume softness, partially offset by benefit of pricing actions and expansion across the region.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
APAC segment Adjusted EBITDA increased by $3.2 million, or 10.1% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. Segment Adjusted EBITDA Margin increased by 2.3% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily attributable to decreased segment costs for the three months ended March 31, 2026, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs.
Non-GAAP Financial Measures
We present EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, segment Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Share, Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth in the tables below and elsewhere in this Quarterly Report on Form 10-Q as supplemental measures of our operating performance and liquidity. We consider them to be important supplemental measures of our performance and liquidity and believe they are useful to securities analysts, investors and other interested parties in their evaluation of our operating performance and liquidity. These measures reflect the results from the primary operations of our business by excluding the effects of certain items that we do not consider indicative of our core operations and ongoing operating performance. See “Segment Results” and Note 13. “Reportable Segments” in the notes to unaudited condensed consolidated financial statements for more additional information on segment Adjusted EBITDA.
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Our financial statements are prepared and presented in accordance with U.S. GAAP. These non-GAAP financial measures are not presentations made in accordance with U.S. GAAP and should not be considered as an alternative to net income or loss, income or loss from operations, earnings or loss per share or any other performance measure prepared and presented in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our unaudited condensed consolidated financial statements, which are prepared in accordance with U.S. GAAP.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is defined as net loss attributable to NIQ excluding interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for restructuring and other non-cash compensation expense, Transformation Program costs, GfK integration costs, acquisition and transaction related costs, impairment of long-lived assets, foreign currency exchange gain, net, nonoperating items, net, share-based compensation expense and other operating items, net. Specifically, Adjusted EBITDA allows for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenue. The following table shows EBITDA and Adjusted EBITDA for the periods presented, and the reconciliation to their most comparable U.S. GAAP measure, net loss attributable to NIQ, and net loss attributable to NIQ divided by Revenue, for the periods presented:
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net loss attributable to NIQ | $ | (90.1) | $ | (119.8) | |||||||
| Interest expense, net | 58.5 | 83.5 | |||||||||
| Income tax expense | 25.6 | 23.3 | |||||||||
| Depreciation and amortization | 153.7 | 148.5 | |||||||||
| EBITDA | 147.7 | 135.5 | |||||||||
2026 Program costs and other non-cash compensation expense(1) | 65.5 | — | |||||||||
Transformation Program costs(2) | 8.5 | 5.6 | |||||||||
GfK integration costs(3) | 1.7 | 14.7 | |||||||||
Acquisitions and transaction related costs(4) | 3.8 | 5.4 | |||||||||
Impairment of long-lived assets(5) | — | 0.7 | |||||||||
Foreign currency exchange gain, net(6) | (5.6) | (32.0) | |||||||||
Nonoperating items, net(7) | 1.2 | 62.7 | |||||||||
Share–based compensation expense(8) | 1.9 | 1.3 | |||||||||
Other operating items, net(9) | 0.1 | (5.2) | |||||||||
| Adjusted EBITDA | $ | 224.8 | $ | 188.7 | |||||||
| Net loss attributable to NIQ divided by Revenue | (8.4) | % | (12.4) | % | |||||||
| Adjusted EBITDA Margin % | 21.0 | % | 19.5 | % | |||||||
Adjusted EBITDA increased $36.1 million, or 19.1%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Adjusted EBITDA Margin increased 1.5% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily driven by strong organic constant currency revenue growth as well as savings related to the Cost Efficiency Program.
Footnotes to the table above:
(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.
(2)Transformation Program costs include costs associated with accelerated technology investment and consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.
(3)GfK integration costs include costs for consulting fees and integration associated with the GfK Combination as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.
(4)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.
(5)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(6)Foreign currency exchange gain, net primarily reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
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(7)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of warrant to fair value, write-off of unamortized debt discount and debt issuance costs, settlement of tax indemnification, factoring fees and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Nonoperating items, net | $ | 1.2 | $ | 62.7 | |||||||
| Net periodic pension benefit, other than service cost | (1.3) | (0.9) | |||||||||
| Remeasurement of warrant to fair value | — | 46.1 | |||||||||
| Write-off of unamortized debt discount and debt issuance costs | — | 10.3 | |||||||||
| Settlement of tax indemnification | (0.5) | 4.1 | |||||||||
| Factoring fees | 2.0 | 2.8 | |||||||||
| Other | 1.0 | 0.3 | |||||||||
(8)Share-based compensation expense consists of non-cash expense.
(9)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.
Free Cash Flow
Free Cash Flow is defined as net cash provided by operating activities less cash paid for capital expenditures. Management believes Free Cash Flow, in conjunction with Cash from Operations, can be useful to investors as an indicator of liquidity since capital expenditures are a necessary component of ongoing operations. Management believes that capital expenditures are essential to our innovation and maintenance of our operational capabilities. The following tables show Free Cash Flow for the periods presented, and the reconciliation to its most comparable U.S. GAAP measure, net cash used in operating activities, for the periods presented.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash used in operating activities | $ | (63.6) | $ | (153.6) | |||||||
| Cash paid for capital expenditures | (59.6) | (62.7) | |||||||||
| Free Cash Flow | $ | (123.2) | $ | (216.3) | |||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Cash paid for interest | $ | 58.1 | $ | 82.5 | |||||||
Free Cash Flow increased by $93.1 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 due to improved profitability as evidenced by a higher Adjusted EBITDA and lower cash paid for interest as a result of 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 the “Condensed Consolidated Statements of Cash Flows” in the unaudited condensed consolidated financial statements for additional information.
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share
Adjusted Net Income (Loss) is defined as net loss attributable to NIQ excluding special items deemed not to be reflective of ongoing or core operations. Adjusted Net Income (Loss) per Share is defined as Adjusted Net Income (Loss) divided by the Weighted Average Shares Outstanding.
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share are used by management and can be useful to investors as an indicator of our core business performance. Management uses these metrics to analyze business operations and to adjust net loss for items we believe do not accurately reflect our core business or that relate to non-cash expenses or noncontrolling interests.
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The following tables show Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share, for the periods presented and the reconciliation to their most comparable GAAP measure, net loss attributable to NIQ and Earnings Per Share, respectively, for the periods presented:
| Three Months Ended March 31, | |||||||||||
| (in millions, except share and per share data) | 2026 | 2025 | |||||||||
| Net loss attributable to NIQ | $ | (90.1) | $ | (119.8) | |||||||
| Adjustments to reconcile net loss attributable to NIQ | |||||||||||
2026 Program costs and other non-cash compensation expense(1) | 65.5 | — | |||||||||
Transformation Program costs(2) | 8.5 | 5.6 | |||||||||
Amortization of certain intangible assets(3) | 71.1 | 69.1 | |||||||||
GfK integration costs(4) | 1.7 | 14.7 | |||||||||
Acquisitions and transaction related costs(5) | 3.8 | 5.4 | |||||||||
Impairment of long-lived assets(6) | — | 0.7 | |||||||||
Foreign currency exchange gain, net(7) | (5.6) | (32.0) | |||||||||
Nonoperating items, net(8) | (0.8) | 59.9 | |||||||||
Share-based compensation expense(9) | 1.9 | 1.3 | |||||||||
Other operating items, net(10) | 0.1 | (5.2) | |||||||||
| Total Adjustments to net loss attributable to NIQ | $ | 146.2 | $ | 119.5 | |||||||
Tax effect of above adjustments(11) | (12.7) | (4.2) | |||||||||
| Adjusted Net Income (Loss) attributable to NIQ | $ | 43.4 | $ | (4.5) | |||||||
| Basic and diluted loss per share: | |||||||||||
| Loss attributable to NIQ | $ | (0.31) | $ | (0.49) | |||||||
| Weighted average basic and diluted NIQ ordinary shares outstanding | 295,044,637 | 245,000,000 | |||||||||
| Basic and diluted Adjusted Net Income (loss) per share: | |||||||||||
| Income (loss) attributable to NIQ | $ | 0.15 | $ | (0.02) | |||||||
Adjusted Net Income (Loss) attributable to NIQ increased $47.9 million, or 1,064.4%, for the three months ended March 31, 2026 compared to the prior corresponding period. The increase is primarily attributable to revenue growth, along with interest expense savings driven by debt repayments in connection with the IPO and subsequent post-IPO debt refinancing, which triggered reductions in interest rate spreads and generated incremental interest cost savings.
Footnotes to the table above:
(1)Includes (i) 2026 Program restructuring expenses for employee separation costs as well as additional costs to streamline the organization through accelerated technology investment incurred to improve efficiency, customer satisfaction, product innovation and productivity and (ii) non-cash share-based compensation expense of $9.5 million arising from award modifications resulting from Ms. Tracey Massey’s resignation from her position as Chief Operating Officer.
(2)Transformation Program costs include costs associated with accelerated technology investment and consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.
(3)Amortization of certain intangible assets consists of amortization costs of intangible assets which were recorded as part of purchase accounting. We exclude the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of amortizing intangible assets. Furthermore, the timing and magnitude of business combination transactions are not predictable, and the purchase price allocated to amortizable intangible assets is unique to each acquisition and can vary significantly from period to period and across companies. These costs are included in depreciation and amortization as part of the Condensed Consolidated Statements of Operations.
(4)GfK integration costs include costs for consulting fees and integration associated with the GfK Combination as well as employee separation costs as further discussed in Note 11. “Restructuring Activities”.
(5)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.
(6)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(7)Foreign currency exchange gain, net reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
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(8)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of the warrant to fair value, write-off of unamortized debt discount and debt issuance costs, settlement of tax indemnification, and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Nonoperating items, net | $ | (0.8) | $ | 59.9 | |||||||
| Net periodic pension benefit, other than service cost | (1.3) | (0.9) | |||||||||
| Remeasurement of warrant to fair value | — | 46.1 | |||||||||
| Write-off of unamortized debt discount and debt issuance costs | — | 10.3 | |||||||||
| Settlement of tax indemnification | (0.5) | 4.1 | |||||||||
| Other | 1.0 | 0.3 | |||||||||
(9)Share-based compensation expense consists of non-cash expense.
(10)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.
(11)Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 46% and 110% for the three months ended March 31, 2026, and March 31, 2025, respectively. Our statutory rate is evaluated annually.
Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth
Organic Constant Currency Revenue Growth is calculated by dividing (a) our Revenues for the applicable period after (i) excluding the impact of acquisitions and similar transactions until the one-year anniversary of such acquisition or similar transaction, (ii) excluding the impact of divestitures and (iii) excluding the impact of foreign currency exchange rates by translating local currency results to U.S. dollars at current period exchange rates as compared to prior period exchange rates, by (b) our Revenues for the prior comparable period. We believe Organic Constant Currency Revenue Growth provides investors with useful supplemental information about our revenue growth to assist in understanding the growth attributable to our core business, excluding the impact of currency fluctuation given the significant variability in revenues that can be driven by foreign currency exchange rates.
The following tables present Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 and 2025. We present Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth as supplemental measures of our operating performance because they eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. Organic Constant Currency Revenue and Organic Constant Currency Growth should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
| Three Months Ended March 31, | Growth/ (Decline) | Organic Constant Currency Revenue Growth | |||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Revenue Growth | Inorganic Items | Foreign Exchange | ||||||||||||||||||||||||||||||
| Revenues | $ | 1,072.7 | $ | 965.9 | 11.1 | % | — | % | (6.0) | % | 5.1 | % | |||||||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||||||||||||||
| Americas revenue | 432.2 | 380.6 | 13.6 | % | (0.4) | % | (3.9) | % | 9.3 | % | |||||||||||||||||||||||||
| EMEA revenue | 487.3 | 430.5 | 13.2 | % | 0.3 | % | (8.9) | % | 4.6 | % | |||||||||||||||||||||||||
| APAC revenue | 153.2 | 154.8 | (1.0) | % | — | % | (2.6) | % | (3.6) | % | |||||||||||||||||||||||||
Consolidated Organic Constant Currency Revenues for the three months ended March 31, 2026 grew by 5.1% driven by strong renewal rates, higher pricing, new capabilities and solutions and new and higher growth markets.
Americas Organic Constant Currency Revenues for the three months ended March 31, 2026 grew by 9.3% due to strong renewal rates, expanded verticals and core services and cross selling new capabilities to existing clients.
EMEA Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 grew by 4.6% driven by price, cross selling new capabilities to existing clients and high growth markets.
APAC Organic Constant Currency Revenue Growth for the three months ended March 31, 2026 decreased by 3.6% driven by reduced demand for services.
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Liquidity and Capital Resources
Our liquidity needs generally arise from fluctuations in our working capital requirements, acquisitions, debt service obligations and capital expenditures. As of March 31, 2026, we had $747.5 million in available borrowing capacity under the Revolver, which combined with available cash of $362.3 million, provided liquidity of $1,109.8 million.
We expect to incur future expenditures on developing internally developed software. We capitalized $56.3 million and $54.4 million of internally developed software costs for the three months ended March 31, 2026 and 2025, respectively. We expect to fund future uses of cash with a combination of existing cash balances, cash generated from operating activities, borrowings under the Revolver or new issuances of debt. We believe we have available resources to meet both our short-term (12 months or less) and long-term liquidity requirements, including our debt services.
We communicate on a regular basis with our lenders regarding our financial and working capital performance, and liquidity position.
Our Credit Agreement (as defined below) contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires us to maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the agreement) if outstanding indebtedness exceeds a certain level. In addition, the debt agreement requires mandatory prepayments of the term loans if our excess cash flow (as defined in the agreement) exceeds a certain level.
Debt facilities
Term Loans and Revolver
We have a credit agreement (the “Credit Agreement”), comprising term loans and a revolving facility (the “Revolver”). In connection with the Credit Agreement, we are party to the Dutch Security Agreement and have pledged bank receivables and intercompany receivables (each as defined in the Dutch Security Agreement). We also entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $26.8 million USD) to finance the M-Trix Acquisition. We settled the loan, including the accrued interest, during the third quarter of 2025.
There have been no material changes to our debt structure since December 31, 2025. For debt related information, see Note 7. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information.
Covenant Compliance
The Credit Agreement contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires that we maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) if outstanding indebtedness exceeds a certain level. In addition, the Credit Agreement requires mandatory prepayments of the term loans if our excess cash flow (as defined in the Credit Agreement) exceeds a certain level.
We were in compliance with all relevant covenants contained in the Credit Agreement as of March 31, 2026.
Cash Flow
The following table summarizes our cash flows for the periods presented:
| Three Months Ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
| Net cash used in operating activities | $ | (63.6) | $ | (153.6) | |||||||
| Net cash used in investing activities | (59.2) | (3.7) | |||||||||
| Net cash (used in) provided by financing activities | (31.1) | 170.1 | |||||||||
Effect of exchange-rate changes on cash and cash equivalents | (2.6) | 11.5 | |||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (156.5) | $ | 24.3 | |||||||
Operating Activities
For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, net cash used in operating activities decreased $90.0 million, primarily driven by a favorable decrease in net loss adjusted for non-cash items of $24.3 million and net movements in operating assets and liabilities of $65.7 million. Non-cash items include (i) an increase of $23.4 million in non-cash foreign currency exchange gains, net, (ii) an increase of $14.5 million in other operating activities, (iii) an increase of $10.2 million in share-based compensation, (iv) an increase of $5.2 million in depreciation and amortization and (v) an increase of $1.4 million in the provision for credit losses, partially offset by unfavorable movements in non-cash items including (i) a decrease of $46.1 million in the mark-to-market remeasurement of the Warrant liability, (ii) a decrease of $10.3 million in the write-off of unamortized debt discount and debt issuance costs, (iii) a decrease of $8.1 million in the amortization of debt discount and debt issuance costs and (iv) a decrease of $0.7 million in impairment of long-lived assets.
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The net movements in operating assets and liabilities include (i) an increase of $148.0 million in accounts payable and other current liabilities primarily due to increased deferred revenue in the ordinary course of business and increased restructuring liabilities, (ii) an increase of $2.9 million in operating leases, net, partially offset by (i) a decrease of $67.6 million in trade and other receivable primarily due to increased revenue in the current period as compared to the prior period, (ii) a decrease of $14.0 million in prepaid expenses and other current assets and (iii) a decrease of $3.6 million in other noncurrent assets, net of noncurrent liabilities.
Investing Activities
For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, net cash used in investing activities increased $55.5 million, primarily driven by a decrease in disposal activity of $61.8 million related to the sale of Netquest in February 2025, partially offset by (i) an increase of $3.2 million in intangible asset expenditures primarily related to additions to internally developed software cost and (ii) an increase of $3.2 million in other investing activities, net.
Financing Activities
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, net cash (used in) provided by financing activities decreased $201.2 million primarily driven by (i) lower net debt and other financing arrangement repayments of $20.7 million in the current period as compared to net debt and other financing arrangement proceeds of $158.3 million in the prior period, (ii) a decrease of $24.2 million in other financing activities, net, (iii) a decrease of $3.5 million in finance leases, partially offset by (i) lower dividends paid to noncontrolling interests of $3.0 million and (ii) a decrease of $2.5 million in debt issuance costs paid related to the 2025 debt refinancing.
Cash Requirements
As of March 31, 2026, we have cash requirements for long-term debt payments, leases and other liabilities. There have been no material changes to these obligations since December 31, 2025. For debt related information, see Note 7. “Debt” in the notes to the unaudited condensed consolidated financial statements for additional information. For commitment and contingency-related information, see Note 15. “Commitments and Contingencies” in the notes to the unaudited condensed consolidated financial statements for additional information.
Critical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in conformity with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenue and expenses during the reporting periods and the related disclosures in our unaudited condensed consolidated financial statements and accompanying notes. We evaluate our estimates on an ongoing basis, and we base our estimates on historical experience, management’s judgment and input from other third parties from information available at the time. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our unaudited condensed consolidated financial statements. There have been no material changes to our critical accounting policies and estimates as described in our 2025 Annual Report on Form 10-K. For additional information about our critical accounting estimates, see the disclosure included in our 2025 Annual Report on Form 10-K.
Recent Accounting Standards
See Note 2. “Summary of Significant Accounting Policies” in our notes to the unaudited condensed consolidated financial statements for a description of recently adopted and recently issued accounting standards.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure resulting from potential changes in interest rates or foreign exchange rates. We may use certain derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes. There have been no material changes to market risk since December 31, 2025.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2026, the end of the period covered by this Quarterly Report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2026 as a result of the material weakness in internal control over financial reporting described below.
Previously Reported Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
During the fourth quarter of 2025, we concluded that effective information technology (IT) general controls specifically related to user access controls for the general ledger system were not adequately maintained. Certain controls over provisioning and deprovisioning of users and periodic user access reviews were not designed or operating effectively. The user access controls were not performed with sufficient precision or oversight to ensure proper segregation of duties and appropriate restriction of user and privileged access. In addition, we did not design controls to independently review and monitor user access and approval limits for certain bank accounts to ensure access rights were appropriate and aligned with Company policies. These control deficiencies could have resulted in a material misstatement of our accounts or disclosures that would not be prevented or detected on a timely basis, and accordingly, we determined that these control deficiencies constitute material weaknesses in internal control over financial reporting as of December 31, 2025.
Remediation Plan for Material Weaknesses
We have designed and implemented certain enhancements to our internal control over financial reporting in response to previously reported material weaknesses. These enhancements have materially affected or are reasonably likely to materially affect our internal control over financial reporting, consistent with the disclosure requirements of Item(c) of Regulation S-K.
Remediation efforts include strengthened controls over user access provisioning, deprovisioning and review processes through formalized approvals, periodic access certifications and enhanced monitoring. We also continue to centralize and enhance controls over bank account access.
While we believe these efforts will improve internal controls and address the underlying causes, the material weaknesses will not be considered remediated until the enhanced controls have operated effectively for a sufficient period of time, and we have concluded, through testing, that they are operating effectively. We cannot provide assurance that the measures implemented to date, or those still being implemented, will be sufficient to remediate the material weaknesses on a timely basis or to prevent future material weaknesses in internal control over financial reporting. In addition, existing or new controls may become inadequate due to changes in business conditions.
Changes in Internal Control over Financial Reporting
Except for the remediation efforts discussed above, there were no changes to our internal control over financial reporting during the quarter ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
PART II ‑ OTHER INFORMATION
Item 1. Legal Proceedings
See Note 15. “Commitments and Contingencies” in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding material legal proceedings in which we are involved.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the risk 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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(c) Rule 10b5-1 Trading Plans
During the three months ended March 31, 2026, no director or officer of the Company adopted terminated
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Item 6. Exhibits
| Incorporate by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ended | Filing Date | |||||||||||||||||||||||||||
| 3.1 | Memorandum and Articles of Association | S-1/A | N/A | 7/22/2025 | ||||||||||||||||||||||||||||
| 10.1† | Separation Agreement and Release, dated January 30, 2026 by and between Nielsen Consumer LLC and Tracey Ann Massey | X | ||||||||||||||||||||||||||||||
| 31.1 | Certification of Chief Executive Officer of NIQ Global Intelligence plc pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer of NIQ Global Intelligence plc pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||
| 32.1* | Certification of Chief Executive Officer of NIQ Global Intelligence plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||
| 32.2* | Certification of Chief Financial Officer of NIQ Global Intelligence plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | X | ||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||
| 104 | Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101). | X | ||||||||||||||||||||||||||||||
________________________________________________
| * | This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. | ||||
| † | Indicates a management contract or compensatory plan, contract or arrangement. | ||||
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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.
| NIQ GLOBAL INTELLIGENCE PLC | |||||
| (Registrant) | |||||
Date: May 14, 2026 | /s/ Michael Burwell | ||||
| Michael Burwell | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Date: May 14, 2026 | /s/ Jamie Palm | ||||
| Jamie Palm | |||||
| Chief Accounting Officer | |||||
| (Principal Accounting Officer) | |||||
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FAQ
How did NIQ (NIQ) perform financially in the quarter ended March 31, 2026?
NIQ grew revenue to $1,072.7 million, up 11.1% year over year, but remained unprofitable. Net loss attributable to NIQ was $90.1 million, compared with $119.8 million a year earlier, reflecting higher restructuring costs but lower interest expense and improved operating scale.
How strong is NIQ (NIQ)’s subscription and retention performance in Q1 2026?
NIQ’s annualized Intelligence Subscription Revenue reached $2,934 million, up from $2,707 million a year earlier. Net Dollar Retention for Intelligence subscriptions was 104% and Gross Dollar Retention was 99%, indicating solid client renewal rates and incremental expansion within the existing customer base.
What is NIQ (NIQ)’s debt and cash position as of March 31, 2026?
At March 31, 2026, NIQ held $362.3 million in cash and cash equivalents and total debt of $3,503.8 million. Long-term debt accounted for $3,473.5 million. Prior refinancing lowered interest expense to $58.5 million for the quarter while preserving an undrawn revolving credit facility.
What cost savings does NIQ (NIQ) expect from its 2026 restructuring program?
NIQ’s 2026 Program targets additional annualized cost savings of $70–$80 million by the end of fiscal 2026. The company expects total pre-tax restructuring charges of $65–$75 million, with most being cash, primarily reducing selling, general and administrative expenses to improve efficiency and margins.
How did NIQ (NIQ) perform across its Americas, EMEA and APAC segments?
In Q1 2026, NIQ generated $432.2 million in Americas revenue, $487.3 million in EMEA and $153.2 million in APAC. Segment Adjusted EBITDA was $122.5 million for Americas, $155.2 million for EMEA and $34.8 million for APAC, reflecting particularly strong profitability in EMEA.