Advantage Solutions Inc. 8-K

What Happened

• Advantage Solutions Inc. held a special meeting of stockholders on March 16, 2026 and stockholders approved amendments to the company’s certificate of incorporation to permit a reverse stock split. A total of 291,349,131 shares (≈89% of outstanding common stock as of the Feb. 6, 2026 record date) were present or represented by proxy. Proposal 1 (authorize reverse split and related charter changes) passed with 289,434,910 votes FOR. The Board then approved a 1-for-25 reverse stock split effective March 26, 2026 at 5:00 p.m. ET; shares will trade on a split‑adjusted basis beginning market open March 27, 2026 under the existing ticker “ADV” and new CUSIP 00791N201.

Key Details

• Special meeting date: March 16, 2026; record date: February 6, 2026.
• Votes for Proposal 1 (reverse split): 289,434,910 FOR; 1,760,882 AGAINST; 153,339 ABSTAINED.
• Board-set split ratio: 1-for-25; Effective Time: March 26, 2026 at 5:00 p.m. ET; adjusted trading begins March 27, 2026.
• No fractional shares will be issued — holders entitled to fractional shares will receive a cash payment equal to the fractional share times the Nasdaq closing price on March 26, 2026.
• Proportionate adjustments will be made to outstanding equity awards, shares issuable under incentive plans, and exercise prices.

Why It Matters

• The reverse stock split reduces the number of outstanding shares and increases the per‑share price, which can affect liquidity, index eligibility and how investors perceive the stock. For holders, share counts will be consolidated (25 old shares → 1 new share) and cash will be paid for any fractional shares. Equity award holders should expect proportional adjustments to their awards and exercise prices. All actions are ministerial outcomes of the approved charter amendment and Board decision; no other corporate actions were announced in the filing.