NIQ Global Intelligence (NIQ) risk factors, FY2025 10-K

Risks Related to our Business and Operations

1. 013. Our business may be harmed if we are unable to collect high quality and representative retail information or if the scope of information we collect or the quality of the data and insights we provide clients is impaired or otherwise does not remain competitive
2. 024. If we are not able to maintain consumer panels of sufficient size and scope, or if the costs of establishing and maintaining our panels increase, our business could be harmed
3. 035. If we are unsuccessful at investing in growth opportunities, our business could be materially and adversely affected
4. 046. Macroeconomic factors could continue to adversely affect our business and financial results
5. 057. The market for consumer measurement and business solutions products and services is highly competitive; if we cannot compete effectively, our revenues could decline and our business could be harmed
6. 068. Consolidation in the industries in which our clients operate could put pressure on the pricing of our services, thereby leading to decreased earnings and cash flows
7. 079. If sources from which we obtain information limit our access to such information or institute or increase fees for accessing such information, our business could be materially and adversely harmed
8. 0810. A loss or decrease in business of one or more of our largest clients could adversely impact our business, results of operations and financial condition
9. 0911. We face risks related to sales to government entities
10. 1012. Our ability to successfully manage ongoing organizational changes and growth could impact our business results
11. 1113. We may not fully realize the anticipated benefits of our completed or future combinations, acquisitions, joint ventures and strategic investments, which may expose us to additional risks
12. 1214. If we are unable to attract, retain and engage employees, we may not be able to compete effectively and will not be able to expand our business
13. 1315. Inadequacy of our insurance coverage or an inability to procure contractually required coverage could adversely affect our business
14. 1416. Natural disasters, geo-political events and other highly disruptive events could materially and adversely affect our business, financial condition and results of operations
15. 1517. Because we generally recognize revenue ratably over the term of each subscription agreement, downturns or upturns in our sales may not be immediately reflected in our financial condition and results of operations
16. 1618. If we fail to maintain and enhance our brand, our ability to expand our client base may be impaired and our business, financial condition and results of operations may suffer

Risks Related to IT Systems and Data

1. 1719. We rely on complex information systems, and if our information systems fail to perform adequately or if we experience an interruption in our operations, including a breach in cybersecurity, our business, financial condition and results of operations could be materially adversely affected
2. 1820. Security breaches, improper access to or disclosure of our data or our clients’ data or other cyber incidents could result in liability, cause harm to our reputation and business or subject us to regulatory penalties

Risks Related to Legal and Regulatory Matters

1. 1921. Disputes and other legal or regulatory proceedings could adversely affect our financial results
2. 2022. Any perceived or actual failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business
3. 2124. Our use of AI or other emerging technologies could adversely impact our business and financial results
4. 22It is not possible to predict all of the risks related to the use of AI, and changes in laws, rules, directives and regulations governing AI may adversely affect our development, adoption, use, deployment and maintenance of AI or subject us to legal liability, regulatory action or brand and reputational harm
5. 2326. Our ESG commitments may impact our reputation, expose us to additional costs or have other impacts which could adversely affect our business, financial condition or results of operations
6. 2427. Changes in tax laws, the impact of taxes on our business, including intercompany transfers and transactions and challenges by taxing authorities with respect to our tax reporting, may adversely affect our financial results and increase our tax expense
7. 25Some policy issues, such as tax, privacy and trade, will be risks that span the globe. At this time, we cannot predict the scope or nature of these changes or assess what the overall effect of such potential changes could be on our business, results of operations or financial condition

Risks Related to Intellectual Property

1. 2631. If we are unable to establish, maintain, protect or enforce our intellectual property, our business could be adversely affected
2. 2732. We are dependent on our relationship with our former parent company for certain aspects of our business
3. 2833. Our use of open-source software could limit our ability to sell our products and services, subject our code to public disclosure or require us to reengineer our products

Risks Related to International Operations

1. 2934. Our international operations are exposed to risks which could impede growth in the future
2. 3035. The ongoing conflict in Ukraine has impacted our operations in Russia, which could result in certain regulatory inquiries, litigation claims and adversely affect our business, financial condition and results of operations
3. 3136. Export controls and economic and trade sanctions laws could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws
4. 3237. We operate data centers in countries outside of the United States that could be adversely affected by changes in political or economic stability or by government policies
5. 3338. Currency exchange rate fluctuations may negatively impact our business, results of operations and financial condition
6. 3439. Our results of operations and financial condition could be negatively impacted by our pension plans

Risks Related to our Capital Structure, Indebtedness and Capital Requirements

1. 3540. Our significant indebtedness could adversely affect our financial condition
2. 36We have a significant amount of indebtedness, which, as of December 31, 2025, totaled approximately $3,619.2 million, including $3,586.1 million aggregate principal amount outstanding under our Term Loan Facilities and no aggregate principal amount outstanding under our Revolving Credit Facility
3. 3742. The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to change or to take certain actions
4. 38These restrictions could impede our ability to operate our business by, among other things, limiting our ability to take advantage of financing, mergers and acquisitions and other corporate opportunities
5. 3943. Because our operations are conducted through our subsidiaries, we are dependent on the receipt of distributions and dividends or other payments from our subsidiaries for cash to fund our operations and expenses, including to make future dividend payments, if any

Risks Related to our Ordinary Shares

1. 4045. An active and liquid trading market for our ordinary shares may not be sustained and our share price may be volatile
2. 4146. We may be subject to antitrust litigation or government investigation, which may result in an award of money damages or injunctive relief or force us to change the way we do business
3. 4247. Because our Principal Shareholders own a significant percentage of our ordinary shares, they may control all major corporate decisions and their interests may conflict with your interests as an owner of our ordinary shares and our interests
4. 4348. We are a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements
5. 44Sales of a substantial number of ordinary shares in the public market or the perception that these sales might occur, could depress the market price of our ordinary shares and could impair our ability to raise capital through the sale of additional equity securities
6. 4550. We may change our dividend policy at any time
7. 4651. If securities or industry analysts do not publish or cease publishing research or reports about us, issue unfavorable commentary about us or our industry or downgrade our ordinary shares, the price of our ordinary shares could decline
8. 4752. Becoming a public company has increased our compliance costs significantly and requires the expansion and enhancement of a variety of financial and management control systems and infrastructure and the hiring of significant additional qualified personnel
9. 4854. Transfers of our ordinary shares may be subject to Irish stamp duty
10. 4955. Dividends you receive may be subject to Irish dividend withholding tax

Risks Related to Irish Law

1. 5058. Attempted takeovers of NIQ Global Intelligence plc are subject to the Irish Takeover Rules and will be under the supervisory jurisdiction of the Irish Takeover Panel
2. 5159. Under the Irish Takeover Rules, a person, or persons acting in concert, who acquire(s), or consolidate(s), control of us may be required to make a mandatory cash offer for our remaining shares
3. 5260. Anti-takeover provisions in our Articles of Association could make an acquisition of our ordinary shares more difficult