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    First Advantage Reports First Quarter 2026 Results

    5/7/26 6:00:00 AM ET
    $FA
    EDP Services
    Technology
    Get the next $FA alert in real time by email

    Delivers Another Record Quarter and Reaffirms Full Year 2026 Guidance

    First Quarter 2026 Highlights1

    • Revenues of $385.2 million (8.6% growth year-over-year)
    • Net income of $2.2 million (0.6% margin); Diluted net income per share of $0.01
    • Adjusted EBITDA of $105.3 million (27.3% margin)
    • Adjusted Net Income of $45.1 million; Adjusted Diluted Earnings Per Share of $0.26
    • Cash Flows from Operations of $49.4 million
    • Subsequent to the end of the quarter, voluntary debt prepayment of $25 million made on May 6, in addition to $25 million prepayment made on February 27
    • $19.5 million in shares repurchased under $100 million share repurchase program
    • Reaffirming full year 2026 guidance ranges3

    ATLANTA, May 07, 2026 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ:FA), a global software and data company, today announced financial results for the first quarter ended March 31, 2026.

    Key Financials

    (Amounts in millions, except per share data and percentages)

     Three Months Ended March 31, 
     2026  2025  Change 
    Revenues$385.2  $354.6  8.6%
    Net income (loss)$2.2  $(41.2) NM 
    Net income (loss) margin 0.6%  (11.6)% NA 
    Diluted net income (loss) per share$0.01  $(0.24) NM 
    Adjusted EBITDA1$105.3  $92.1  14.3%
    Adjusted EBITDA Margin1 27.3%  26.0% NA 
    Adjusted Net Income1$45.1  $30.5  48.0%
    Adjusted Diluted Earnings Per Share1$0.26  $0.17  52.9%

    1 Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share are non-GAAP measures. Please see the end of this earnings release for definitions and schedules with reconciliations of these measures to their most directly comparable respective GAAP measures.

    Note: "NA" indicates not applicable information; "NM" indicates not meaningful information.

    "Continuing our positive momentum from 2025, we generated exceptional financial results in the first quarter, with year-over-year revenue growth of 8.6%. Our sales engine is clearly humming. Our verticalized go-to-market strategy and diversified customer base, with our focus on enterprise customers, have enabled us to consistently outpace broader hiring market trends. We are seeing positive momentum across key verticals including retail & e-commerce, transportation & logistics, and gig economy, and are continuing to deliver upsell, cross-sell, and new logo wins through our innovative solutions, while also maintaining our high customer retention rate of 97%. Spanning across the employee lifecycle, our comprehensive solutions, including Digital Identity, continue to resonate with customers and open up meaningful growth opportunities," said Scott Staples, Chief Executive Officer.

    "We are building on our position of strength through the disciplined execution of our FA 5.0 growth strategy. First Advantage operates at scale, leveraging our AI-enabled products and technologies to help customers navigate increasingly complex human capital risks. Our proprietary data assets, large scale physical fulfillment networks, compliance expertise, consultative approach, and deep system integrations uniquely position us to deliver durable, long-term shareholder value in an evolving technology landscape," Staples concluded.

    Reaffirming Full Year 2026 Guidance

    "We are reaffirming our full year 2026 guidance in light of our strong performance in the first quarter and our latest view of the macroeconomic environment," commented Steven Marks, Chief Financial Officer. "We continue to generate strong cash flow, and consistent with our balanced capital allocation strategy, we are both repurchasing shares and continuing to reduce net leverage. During the quarter, we repurchased $19.5 million in shares under our recently announced $100 million authorization and voluntarily paid down $25 million of debt, as previously announced. Subsequent to the end of the quarter, we repurchased an additional $13.8 million in shares through May 1 and made another voluntary principal prepayment of $25 million in early May. We remain focused on accelerating growth while steadily reducing net leverage and advancing toward our long-term financial objectives."

    The following table summarizes our full year 2026 guidance.

      As of May 7, 2026
    Revenues $1,625 million – $1,700 million
    Adjusted EBITDA3 $460 million – $485 million
    Adjusted Net Income3 $200 million – $220 million
    Adjusted Diluted Earnings Per Share3 $1.15 – $1.25

    3 A reconciliation of the foregoing guidance for the non-GAAP metrics of Adjusted EBITDA and Adjusted Net Income to GAAP net income (loss) and Adjusted Diluted Earnings Per Share to GAAP diluted net income (loss) per share cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

    Actual results may differ materially from First Advantage's full year 2026 guidance as a result of, among other things, the factors described under "Forward-Looking Statements" below.

    Conference Call and Webcast Information

    First Advantage will host a conference call to review its first quarter 2026 results today, May 7, 2026, at 8:30 a.m. ET.

    To participate in the conference call, please dial 800-274-8461 (domestic) or 203-518-9814 (international) approximately ten minutes before the 8:30 a.m. ET start. Please mention to the operator that you are dialing in for the First Advantage first quarter 2026 earnings call or provide the conference code FA1Q26. The call will also be webcast live on the Company's investor relations website at https://investors.fadv.com under the "News & Events" and then "Events & Presentations" section, where related presentation materials will be posted prior to the conference call.

    Following the conference call, a replay of the webcast will be available on the Company's investor relations website, https://investors.fadv.com. Alternatively, the live webcast and subsequent replay will be available at https://event.on24.com/wcc/r/5299677/C9C3CC4A5F89F22F622AC6FC6E51BB7B.

    Forward-Looking Statements

    This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "seek," "foreseeable," "target," "guidance," the negative version of these words, or similar terms and phrases.

    These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such risks and uncertainties include, but are not limited to, the following:

    • the failure to realize the expected benefits of the Sterling Acquisition;
    • adverse changes in external events beyond our control, including our customers' onboarding volumes, economic drivers which are sensitive to macroeconomic cycles, such as interest rate volatility and inflation, geopolitical unrest, global trade disputes, uncertainty in financial markets, and changes in tax laws;
    • our operations in a highly regulated industry and the fact that we are subject to numerous and evolving laws and regulations, including with respect to personal data, data security, and artificial intelligence ("AI");
    • our inability to identify and successfully implement our growth strategies on a timely basis or at all;
    • potential harm to our business, brand, and reputation as a result of security breaches, cyber-attacks, social, ethical, and legal issues relating to the use of new and evolving technologies, employee or other internal misconduct, computer viruses, or the mishandling of personal data;
    • operating in a penetrated and competitive market;
    • our reliance on third-party data providers;
    • our sales to government entities and higher-tier contractors to governmental customers which involve unique competitive, procurement, budget, administrative and contractual risks;
    • due to the sensitive and privacy-driven nature of our products and solutions, we could face liability and legal or regulatory proceedings, which could be costly and time-consuming to defend and may not be fully covered by insurance;
    • our international business exposes us to a number of risks;
    • real or perceived errors, failures, or bugs in our products could adversely affect our business, results of operations, financial condition, and growth prospects;
    • our ability to identify attractive targets or successfully complete such transactions;
    • failure to comply with anti-corruption, economic and trade sanctions, and anti-money laundering laws and regulations;
    • disruptions at our Operation Centers of Excellence and other operational sites;
    • our contracts with our customers, which do not guarantee exclusivity or contracted volumes;
    • the timing, manner and volume of repurchases of common stock pursuant to our share repurchase program;
    • disruptions, outages, or other errors with our technology and network infrastructure, including our data centers, servers, and third-party cloud and internet providers and our migration to the cloud;
    • the continued integration of our platforms and solutions with human resource providers such as applicant tracking systems and human capital management systems as well as our relationships with such human resource providers;
    • risks relating to public opinion, which may be magnified by incidents or adverse publicity concerning our industry or operations;
    • our reliance on third-party vendors to carry out certain portions of our operations;
    • our dependence on the service of our key executives and other employees, and our ability to find and retain qualified employees;
    • our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary information;
    • our ability to maintain, protect, and enforce the confidentiality of our trade secrets;
    • the use of open-source software in our applications;
    • seasonality in our operations from quarter to quarter;
    • our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations;
    • Silver Lake's control of us and the potential conflict of its interest with ours or those of our stockholders; and
    • changing interpretations of tax laws.

    For additional information on these and other factors that could cause First Advantage's actual results to differ materially from expected results, please see our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC"), as such factors may be updated from time to time in our filings with the SEC, which are or will be accessible on the SEC's website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

    Non-GAAP Financial Information

    This press release contains "non-GAAP financial measures" that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States ("GAAP"). Specifically, we make use of the non-GAAP financial measures "Adjusted EBITDA," "Adjusted EBITDA Margin," "Adjusted Net Income," and "Adjusted Diluted Earnings Per Share."

    Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share have been presented in this press release as supplemental measures of financial performance that are not required by or presented in accordance with GAAP because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

    Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted Earnings Per Share are not recognized terms under GAAP and should not be considered as an alternative to net income as a measure of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP.

    We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues. We define Adjusted Net Income for a particular period as net income before taxes adjusted for debt-related costs, acquisition-related depreciation and amortization, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges, to which we then apply the related effective tax rate. We define Adjusted Diluted Earnings Per Share as Adjusted Net Income divided by adjusted weighted average number of shares outstanding—diluted.

    For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures, see the reconciliations included at the end of this press release.

    The presentations of these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

    Certain monetary amounts, percentages, and other figures have been subject to rounding adjustments. Percentage amounts have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts may vary from those obtained by performing the same calculations using the figures in our press release. Certain other amounts that appear in this press release may not sum due to rounding.

    About First Advantage

    First Advantage (NASDAQ:FA) is a global software and data company. We provide comprehensive, end-to-end identity solutions, criminal background screening, credential verifications, drug and health screening, and continuous risk monitoring. Combining AI-powered proprietary technology platforms with proprietary data, primary source data, and third-party data, we help organizations hire with confidence and manage risk across the entire employee lifecycle. With over 80,000 customers worldwide – including approximately two-thirds of the Fortune 100 – we deliver fast, comprehensive, and reliable solutions for employers, their candidates, and their employees. We conduct more than 200 million screens annually across over 200 countries and territories, supported by our verticalized go-to-market strategy, decades of experience, and proprietary databases containing over 1 billion records. For more information, please visit our website at https://fadv.com/.

    Investor Contact

    Stephanie Gorman

    Vice President, Investor Relations

    Investors@fadv.com 

    (678) 868-4151



    Condensed Financial Statements



    First Advantage Corporation

    Condensed Consolidated Balance Sheets

    (Unaudited)
     
      
    (in thousands, except share and par value amounts) March 31, 2026  December 31, 2025 
    ASSETS      
    CURRENT ASSETS      
    Cash and cash equivalents $225,908  $239,998 
    Restricted cash  111   86 
    Accounts receivable (net of allowance for doubtful accounts of $8,327 and $8,084 at March 31, 2026 and December 31, 2025, respectively)  287,676   297,281 
    Prepaid expenses and other current assets  21,317   15,323 
    Income tax receivable  4,306   9,010 
    Total current assets  539,318   561,698 
    Property and equipment, net  237,039   250,865 
    Goodwill  2,138,399   2,143,604 
    Intangible assets, net  820,653   857,111 
    Deferred tax asset, net  4,151   4,183 
    Other assets  14,604   16,341 
    TOTAL ASSETS $3,754,164  $3,833,802 
    LIABILITIES AND EQUITY      
    CURRENT LIABILITIES      
    Accounts payable $107,193  $109,888 
    Accrued compensation  42,246   60,537 
    Accrued liabilities  42,347   49,140 
    Current portion of operating lease liability  3,372   3,568 
    Income tax payable  3,128   2,298 
    Deferred revenues  5,211   5,028 
    Total current liabilities  203,497   230,459 
    Long-term debt (net of deferred financing costs of $32,603 and $34,498 at March 31, 2026 and December 31, 2025, respectively)  2,056,934   2,080,039 
    Deferred tax liability, net  181,024   190,255 
    Operating lease liability, less current portion  4,862   5,525 
    Other liabilities  14,063   13,972 
    Total liabilities  2,460,380   2,520,250 
    EQUITY      
    Common stock - $0.001 par value; 1,000,000,000 shares authorized, 172,705,863 and 174,190,461 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively  173   174 
    Additional paid-in-capital  1,532,985   1,528,315 
    Accumulated deficit  (212,149)  (194,632)
    Accumulated other comprehensive loss  (27,225)  (20,305)
    Total equity  1,293,784   1,313,552 
    TOTAL LIABILITIES AND EQUITY $3,754,164  $3,833,802 



    First Advantage Corporation

    Condensed Consolidated Statements of Operations and Comprehensive Loss

    (Unaudited)

     
      
      Three Months Ended March 31, 
    (in thousands, except share and per share amounts) 2026  2025 
    REVENUES $385,201  $354,588 
           
    OPERATING EXPENSES:      
    Cost of services (exclusive of depreciation and amortization below)  211,411   192,565 
    Product and technology expense  24,605   27,155 
    Selling, general, and administrative expense  53,475   65,585 
    Depreciation and amortization  62,190   61,666 
    Total operating expenses  351,681   346,971 
    INCOME FROM OPERATIONS  33,520   7,617 
           
    OTHER EXPENSE, NET:      
    Interest expense, net  29,841   46,580 
    Loss on extinguishment of debt  374   — 
    Total other expense, net  30,215   46,580 
    INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES  3,305   (38,963)
    Provision for income taxes  1,137   2,231 
    NET INCOME (LOSS) $2,168  $(41,194)
           
    Foreign currency translation (loss) income  (6,920)  5,453 
    COMPREHENSIVE LOSS $(4,752) $(35,741)
           
    NET INCOME (LOSS) $2,168  $(41,194)
    Basic net income (loss) per share $0.01  $(0.24)
    Diluted net income (loss) per share $0.01  $(0.24)
    Weighted average number of shares outstanding - basic  173,903,625   172,756,497 
    Weighted average number of shares outstanding - diluted  174,922,780   172,756,497 



    First Advantage Corporation

    Condensed Consolidated Statements of Cash Flows

    (Unaudited)

     
      
      Three Months Ended March 31, 
    (in thousands) 2026  2025 
    CASH FLOWS FROM OPERATING ACTIVITIES      
    Net income (loss) $2,168  $(41,194)
    Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
    Depreciation and amortization  62,190   61,666 
    Loss on extinguishment of debt  374   — 
    Amortization of deferred financing costs  1,520   1,608 
    Bad debt expense (recovery)  572   (712)
    Deferred taxes  (9,227)  (7,553)
    Share-based compensation  4,430   7,967 
    Loss on disposal and impairment of long-lived assets  6,631   132 
    Change in fair value of interest rate swaps  (4,945)  3,936 
    Changes in operating assets and liabilities:      
    Accounts receivable  8,339   1,927 
    Prepaid expenses and other assets  (5,502)  (993)
    Accounts payable  (1,857)  (6,038)
    Accrued compensation and accrued liabilities  (19,892)  (8,615)
    Deferred revenues  201   482 
    Operating lease liabilities  87   (91)
    Other liabilities  (1,183)  (366)
    Income taxes receivable and payable, net  5,525   7,315 
    Net cash provided by operating activities  49,431   19,471 
    CASH FLOWS FROM INVESTING ACTIVITIES      
    Capitalized software development costs  (13,204)  (10,628)
    Purchases of property and equipment  (2,812)  (485)
    Other investing activities  2,000   37 
    Net cash used in investing activities  (14,016)  (11,076)
    CASH FLOWS FROM FINANCING ACTIVITIES      
    Repayments of First Lien Credit Facility  (25,000)  (5,463)
    Share repurchases  (19,492)  — 
    Proceeds from issuance of common stock under share-based compensation plans  1,152   1,688 
    Net settlement of share-based compensation plan awards  (911)  (2,204)
    Cash dividends paid  (10)  (11)
    Payments on finance lease obligations  —   (3)
    Net cash used in financing activities  (44,261)  (5,993)
    Effect of exchange rate on cash, cash equivalents, and restricted cash  (5,219)  906 
    (Decrease) increase in cash, cash equivalents, and restricted cash  (14,065)  3,308 
    Cash, cash equivalents, and restricted cash at beginning of period  240,084   169,483 
    Cash, cash equivalents, and restricted cash at end of period $226,019  $172,791 
           
    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:      
    Cash paid for income taxes, net of refunds received $5,768  $3,003 
    Cash paid for interest $34,714  $41,881 
    NON-CASH INVESTING AND FINANCING ACTIVITIES:      
    Property and equipment acquired on account $2,386  $973 
    Excise taxes on share repurchases incurred but not paid $195  $— 

    Reconciliation of Consolidated Non-GAAP Financial Measures

      Three Months Ended March 31, 
    (in thousands, except percentages) 2026  2025 
    Net income (loss) $2,168  $(41,194)
    Interest expense, net  29,841   46,580 
    Provision for income taxes  1,137   2,231 
    Depreciation and amortization  62,190   61,666 
    Loss on extinguishment of debt  374   — 
    Share-based compensation(a)  4,430   7,967 
    Transaction and acquisition-related charges(b)  565   3,996 
    Integration, restructuring, and other charges(c)  4,582   10,866 
    Adjusted EBITDA $105,287  $92,112 
    Revenues  385,201   354,588 
    Net income (loss) margin  0.6%  (11.6)%
    Adjusted EBITDA Margin  27.3%  26.0%



    (a)Share-based compensation for the three months ended March 31, 2026 and 2025 includes approximately $0.6 million and $1.9 million, respectively, of incrementally recognized expense associated with the May 2023 modification of the vesting terms of outstanding unvested and unearned performance-based options, restricted stock units, and restricted stock awards.
    (b)Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended March 31, 2026 and 2025 include approximately $0.2 million and $3.8 million, respectively, of expense associated with the Sterling Acquisition.
    (c)Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items. Integration, restructuring, and other charges for the three months ended March 31, 2026 and 2025 include approximately $1.4 million and $7.8 million, respectively, of expense associated with the integration of Sterling.





    Reconciliation of Consolidated Non-GAAP Financial Measures (continued)

      Three Months Ended March 31, 
    (in thousands) 2026  2025 
    Net income (loss) $2,168  $(41,194)
    Provision for income taxes  1,137   2,231 
    Income (loss) before provision for income taxes  3,305   (38,963)
    Debt-related charges(a)  (3,169)  6,803 
    Acquisition-related depreciation and amortization(b)  50,914   50,039 
    Share-based compensation(c)  4,430   7,967 
    Transaction and acquisition-related charges(d)  565   3,996 
    Integration, restructuring, and other charges(e)  4,582   10,866 
    Adjusted Net Income before income tax effect  60,627   40,708 
    Less: Adjusted income taxes(f)  15,508   10,222 
    Adjusted Net Income $45,119  $30,486 



      Three Months Ended March 31, 
      2026  2025 
    Diluted net income (loss) per share (GAAP) $0.01  $(0.24)
    Adjusted Net Income adjustments per share      
    Provision for income taxes  0.01   0.01 
    Debt-related charges(a)  (0.02)  0.04 
    Acquisition-related depreciation and amortization(b)  0.29   0.29 
    Share-based compensation(c)  0.03   0.05 
    Transaction and acquisition related charges(d)  0.00   0.02 
    Integration, restructuring, and other charges(e)  0.03   0.06 
    Adjusted income taxes(f)  (0.09)  (0.06)
    Adjusted Diluted Earnings Per Share (Non-GAAP) $0.26  $0.17 
           
    Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:      
    Weighted average number of shares outstanding—diluted (GAAP and Non-GAAP)  174,922,780   172,756,497 
    Options and restricted stock not included in weighted average number of shares outstanding—diluted (GAAP) (using treasury stock method)  —   2,217,580 
    Adjusted weighted average number of shares outstanding—diluted (Non-GAAP)  174,922,780   174,974,077 



    (a)Represents the loss on extinguishment and non-cash interest expense related to the amortization of debt issuance costs related to the refinancing of the Company's First Lien Credit Facility. This adjustment also includes the impact of the change in fair value of interest rate swaps, which represents the difference between the fair value gains or losses and actual cash payments and receipts on the interest rate swaps.
    (b)Represents the depreciation and amortization expense related to incremental intangible and developed technology assets recorded due to the application of ASC 805,Business Combinations. As a result, the purchase accounting related depreciation and amortization expense will recur in future periods until the related assets are fully depreciated or amortized, and the related purchase accounting assets may contribute to revenue generation.
    (c)Share-based compensation for the three months ended March 31, 2026 and 2025 includes approximately $0.6 million and $1.9 million, respectively, of incrementally recognized expense associated with the May 2023 modification of the vesting terms of outstanding unvested and unearned performance-based options, restricted stock units, and restricted stock awards.
    (d)Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended March 31, 2026 and 2025 include approximately $0.2 million and $3.8 million, respectively, of expense associated with the Sterling Acquisition.
    (e)Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items. Integration, restructuring, and other charges for the three months ended March 31, 2026 and 2025 include approximately $1.4 million and $7.8 million, respectively, of expense associated with the integration of Sterling.
    (f)Effective tax rates of approximately 25.6% and 25.1% have been used to compute Adjusted Net Income and Adjusted Diluted Earnings Per Share for the three months ended March 31, 2026 and 2025, respectively.





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