Prospectus Summary
Prospectus Summary This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our ordinary shares and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, especially “Risk Factors” and our financial statements and the related notes, before deciding to buy our ordinary shares. Unless the context requires otherwise, references in this prospectus to the “Company,” “NielsenIQ,” “NIQ,” the “NIQ group,” “we,” “us” and “our” refer, prior to the Reorganization, to Intermediate Dutch Holdings B.V. and its consolidated subsidiaries and, after the Reorganization, to NIQ Global Intelligence plc and its consolidated subsidiaries.Our Mission
We provide brands, retailers and other clients a holistic view of consumer shopping behavior globally to drive mission-critical strategic and operating decisions and facilitate better economic outcomes.
Our Company
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, artificial intelligence and machine learning (“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 View. Our global reach spans over 90 countries covering approximately 85% of the world’s population, more than half the world’s gross domestic product (“GDP”) and more than $7.2 trillion in global consumer spend as of December 31, 2024. 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 (“FMCG”), tech and durables (“T&D”) and other verticals in which we operate.
Our solutions, mission-critical insights, analytics and software applications are deeply embedded across our clients’ enterprise and power their core strategic and operating decisions, including:
Our diverse client base of approximately 23,000 companies spans industries and geographies. We work with many of the world’s largest consumer brands and retailers – including approximately half of the Fortune 500 and nearly 80% of the Fortune 100 companies – as well as clients in high-growth verticals and small and medium-sized business (“SMB”). Our clients include both established brands, such as Coca-Cola, Nestlé, Samsung and Sony, as well as emerging brands, such as Malk, Great Lakes Brewing, SharkNinja and Serenity Kids. We collaborate with top U.S. retailer clients, such as Target and Walmart, as well as international retailers, such as ALDI and LIDL. In addition to growing within our core FMCG, T&D and retailer verticals, during the past several years, we have expanded into several adjacent verticals including, but not limited to, financial services, government, media and advertising. Also, NIQ’s deep integration within clients’ operational workflows has enabled us to foster long-term relationships. For example, as of December 31, 2024, partnerships with our top five longest-tenured clients averaged more than 70 years in duration.
Our ability to retain clients underpins our predictable and scalable revenue model, which was approximately 80% recurring in nature in fiscal year 2024. Our visibility into, and the predictability of, our revenue streams is driven by long-term subscription contracts within our Intelligence offerings, as well as high client adoption rates of our on-demand Analytics offerings, which are our bespoke analyses tailored to clients’ specific business objectives. Our scalable, “build once, deploy everywhere” business model and unified AI-powered technology platform allow us to rapidly deploy and scale our products and services, lower our cost to serve clients and grow revenue at increasing margins.
Our total revenue was $3.3 billion and $4.0 billion for fiscal year 2023 and fiscal year 2024, respectively, representing year-over-year growth of 18.9%, primarily driven by the $462.2 million impact from the GfK Combination with Organic Constant Currency Revenue Growth, Including GfK of 6.2%, which is based upon 2023 Pro Forma Revenues. Our net loss attributable to NIQ was $476.2 million and $722.7 million for fiscal year 2023 and fiscal year 2024, respectively, representing a year-over-year increase of 51.8%. Adjusted EBITDA was $595.9 million and $740.7 million in fiscal year 2023 and fiscal year 2024, respectively, representing a year-over-year increase of 24.3%. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and a reconciliation of these measures to the most directly comparable GAAP measures, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Also, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Organic Constant Currency Revenue, Including GfK and Organic Constant Currency Revenue Growth, Including GfK” below for additional information.
Our Transformation
In March 2021, the Advent Shareholder, in partnership with James “Jim” Peck, the former Chief Executive Officer of TransUnion, acquired Nielsen Holdings’ “Connect” business (the “2021 Carve-Out Transaction”), and subsequently rebranded it as NIQ. While the Nielsen Connect business was attractively positioned in the consumer intelligence market with its leading data assets and attractive business model, it had been experiencing declining revenue and margins. Since the 2021 Carve-Out Transaction, we have undergone a significant business transformation, including making approximately $920 million of organic and inorganic investments, excluding the GfK Combination, to improve our business and capabilities and position the business for long-term shareholder value creation. Key areas of our business transformation have included:
Since the 2021 Carve-Out Transaction, our client-focused innovation and other operational improvements have enabled us to renew all 68 of our largest clients by revenue that have come up for renewal, reduce Cash Data Costs from 22% of revenue in fiscal year 2021 to 16% of revenue in fiscal year 2024, reduce net loss and expand Adjusted EBITDA margins for more than 550 basis points of improvement, increase our Intelligence net dollar retention rate from 94% in fiscal year 2020 to 104% in fiscal year 2024 and achieve fiscal year 2024 Organic Constant Currency Revenue Growth, Including GfK of 6.2%.
Our management team has led our transformation into a high-performing, innovative and nimble company, one that can both rapidly anticipate and meet our clients’ most critical business needs. From this foundation, we believe we are well-positioned to execute on our strategy of driving shareholder value through rapid innovation, consistent revenue growth, disciplined cost management, and increased profitability.
Industry Background
The global consumer shopping landscape is vast and is estimated at $58 trillion in 2023. The consumer landscape is also rapidly changing, creating strategic and operational challenges – as well as growth opportunities – for brands, retailers and other industry participants. Consumer purchase patterns have become increasingly “omnichannel” with consumers shopping across a growing number of platforms and channels including, brick-and-mortar stores, online and mobile platforms, and social-commerce and quick-commerce channels. This rapidly changing consumer shopping “journey” has significantly increased the volume and complexity of shopping and transaction data. Simultaneously, consumers are increasingly seeking more convenience and personalized shopping experiences, which amplifies competition amongst the growing number of consumer brands and shopping channels.
We believe this dynamic, omnichannel, highly competitive backdrop creates significant growth opportunities for The NIQ Ecosystem. Companies increasingly seek real-time access to trusted, neutral, comprehensive and granular intelligence and analytics, as well as appropriate data governance, that enables them to efficiently engage consumers, drive sales, increase repeat purchases and foster loyalty across global markets, which we believe can only be accomplished with NIQ’s global, mission-critical view of consumer shopping behavior.
Our NIQ Ecosystem
Our Ecosystem is purpose-built for seamless, comprehensive client value creation. We believe it is deeply embedded into our clients’ ecosystems and workflows, driving their pricing, advertising, supply chain, promotion, compensation decisions and other mission-critical functions by:
NIQ Intelligence: Our Powerful Data Assets and Capabilities
We obtain data on online and offline consumer shopping behavior from diverse sources across categories such as grocery, drug, convenience, electronic, department stores, pet, beauty, beverage and alcohol, as well as across channels including eCommerce, social commerce and quick commerce, including, as of December 31, 2024:
We believe our databases are some of the largest, most accurate and most complete databases in the markets we serve, including a catalog of over nine billion product attributes, averaging over 40 attributes per product. We source several core datasets from our retail partners, many of which are unique and difficult to replicate. Through strategic acquisitions and organic investments since the 2021 Carve-Out Transaction, we have expanded our data sources well beyond traditional point-of-sale. This expansion includes collecting e-receipts in more than 23 countries, direct online digital shelf measurement in more than 50 countries, and through our panelists and other digital tools, clients’ sales and market share data for critical high growth channels such as direct-to-consumer (“DTC”) platforms, social media platforms, digital marketplaces like Temu and Shein, and thousands of online retailers. We also generate substantial amounts of proprietary metadata such as granular insights at specific store and consumer levels and evidence-based recommendations that support our clients’ growth strategies.
Our large and unique, proprietary data assets enable us to provide our clients with a comprehensive set of consumer intelligence data and decision support analytics.
NIQ Your Way: Our Unparalleled Technology Platform
In early 2024, we completed an investment of approximately $400 million to create an industry-leading AI-powered platform. To enable our “build once, deploy everywhere” approach, we created a unified data lake, powered by our Connect data engine, for continuous analytics and accelerated product development. We also built our cloud-based software platform, Discover, which helped improve our net promoter score from 13 in 2019 to 38 in 2024. Our platform supports efficient profitable growth due to the following key attributes:
Our Connect data engine ingests and processes vast amounts of structured and unstructured data from a myriad of diverse sources. Then, Connect uses advanced AI and machine learning techniques to enrich and standardize the data creating significant amounts of proprietary metadata and a unified data lake that powers all client analytics and solutions within our NIQ Ecosystem. In December 2024, we processed an estimated 3.1 trillion data records per week, and we processed an estimated total of 122 trillion data records in all of 2024. By comparison, payment companies including American Express, Visa and Master Card processed approximately 687 billion consumer shopping transactions combined in 2023.
Our technology platform integrates AI and human intelligence, supported by a team of more than 1,300 data scientists, nearly 2,000 engineers and approximately 2,500 analytics experts. We have a long history of developing and deploying AI and machine learning models in our operations. We leverage data from nearly 27,000 AI models daily, which have enriched 177 million items in 2024, and we have partnered with multiple technology leaders such as Microsoft, Google, Snowflake and Intel to build and refine our AI capabilities. AI models automate most of our data processing capabilities and enable us to scale rapidly and efficiently. In 2024, we delivered more than 100 million data pulls covering nearly 116 trillion data points, which was up from 62 trillion data points in 2023. As of December 31, 2024, our data catalog included over 220 million unique product items with over nine billion attributes that describe the items in more detail. Our data catalog is rapidly expanding, adding an average of over 40 million items annually and approximately two million attributes daily since 2022. At the same time, AI automation has enabled us to reduce the number of manual reports created by 85% since 2023. As a result of these types of efforts, our Cash Data Costs have decreased from 22% of revenue in fiscal year 2021 to 16% of revenue in fiscal year 2024.
We deliver client solutions through our cloud-based Discover software platform, which is powered by our Connect data engine and provides on-demand flexible access to The Full View, and our holistic view of global consumer shopping behavior. Discover enables clients to analyze consumer behavior across channels and countries with embedded AI enabling rapid access to data, self-service tools and analytics capabilities. Discover includes several differentiated tools and features, including Omnishopper, our comprehensive solution that is designed to track, synthesize and analyze consumer shopping and purchasing behavior across both online and offline channels, Ask Arthur, our generative AI tool that enhances data analysis and insights generation, and BASES AI Screener, which simplifies clients’ data discoverability, enhances decision-making and reduces product concept testing project timelines from weeks to minutes. Connect and Discover enable us to customize client access to our Ecosystem’s solutions according to their specific preferences, needs and business objectives – we refer to this tailored access as NIQ Your Way.
NIQ Full View: The Most Comprehensive View of Consumer Shopping Behavior
The scale, breadth and depth of our data, strong global relationships, our deep industry knowledge and scalable AI-powered technology platform underpin The Full View, which synthesizes our comprehensive reads across retail omnichannel measurement, consumer panel, eCommerce and other data sources. The Full View provides clients a single, unified system of intelligence, or one “source of truth,” with granular insights into what consumers bought, think and feel, as well as who bought, and why, where and how they bought. Delivered through our integrated platform and software applications, The Full View is an integral part of our clients’ workflows answering critical strategic and operational questions, such as:
Leveraging our data and insights, clients can rapidly adapt to the changing consumer landscape and identify opportunities for innovation, growth and operational efficiency.
Our Solutions
Our solutions align to two product groupings: (1) Intelligence (Consumer Measurement) and (2) Activation (Consumer Analytics).
Intelligence
In fiscal year 2024, approximately 80% of our revenue was generated from our Intelligence solutions. These offerings comprise omnichannel measurement, consumer behavior and insights, and retailer solutions, which are utilized by both consumer brands and retailer clients. These solutions enable clients to measure their market share of consumer purchases across channels, helping them understand the “what,” “where,” “who” and “how much” – as in, what the consumer bought, who the consumer is, where they shopped, and how much they bought. Intelligence solutions are typically priced based on data volume over a given period or based on the number of seat licenses for access to our software and are primarily sold through annual or multi-year contracts that are typically two to five years in duration. Deeply integrated in client workflows, Intelligence solutions generate mostly revenue that is recurring with attractive wallet expansion opportunity as highlighted by the total Intelligence net dollar retention rate of 104% in fiscal year 2024. In fiscal year 2024, approximately 84% of our Intelligence revenue came from multi-year or annual subscriptions, which had a net dollar retention rate of 106%.
Activation
In fiscal year 2024, approximately 20% of our revenue was generated from our Activation solutions and are comprised of innovation, brand and media, and analytics products. These solutions include custom analyses designed to help clients ascertain “why” consumers made a certain purchase, guide them on “what to do next,” and “who to target” around product introduction and innovation, pricing, promotion strategy and other drivers of growth. Our highly granular, unified data and technology platform enables stronger Activation products and more refined targeting of consumers. For example, better insights into target demographics can lead to more effective ad campaigns and higher return on investment on marketing spend. We build these solutions for consistent, ongoing client use, creating a stream of highly reoccurring revenue. Also, Activation solutions help clients stabilize performance during economic downturns, as clients use these analytics to optimize pricing, inventory, and assortment planning. Approximately 79% of our Activation revenue was highly reoccurring revenue in 2024, meaning revenue from either annual, multi-year contracts or from a client purchasing the same solution in the same country each year for the past three years. Given the highly complementary nature of our solutions, Activation offerings also present significant cross-selling opportunities. For example, approximately 76% of Activation revenue originated from existing Intelligence clients in fiscal year 2024.
Our NIQ applications are utilized on a regular basis by more than 75,000 active users across our platform as of January 2025. Over time, as we deliver more data and insights to clients, we believe The NIQ Ecosystem becomes more deeply embedded within their own operating ecosystems, enhancing their critical business workflows across functions. This integration drives our value creation flywheel and beneficial network effects for brands, retailers and consumers. As brands grow using our solutions, they create more revenue and value for retailers, leading to increased collaboration and data sharing between us and our stakeholders. As retailers provide more consumer shopping data, we convert this data into analytical tools and insights into consumer preferences and trends. This powerful symbiotic relationship enables brands and retailers to more effectively market to consumers, develop more personalized experiences and drive sales and profitability.
Our Market Opportunity
In the consumer intelligence market, we believe our clients are under immense pressure to understand and adapt to rapidly changing global consumer shopping behavior that is increasingly omnichannel and more complex. We also believe this has given rise to strong and increasing global client demand for neutral, independent third-party measurement and analytics that we provide. We view our total addressable market (“TAM”) through our leading positions as a provider of Intelligence (Consumer Measurement) and Activation (Consumer Analytics) offerings. We estimate the combined TAM for our solutions in 2024 was $57 billion, comprised of $18 billion Consumer Measurement and $39 billion within our core markets in Consumer Analytics. In Consumer Measurement, we believe we have a $10 billion white space opportunity as several of our end markets remain underpenetrated relative to our more established markets. For example, eCommerce is rapidly growing and increasing share of total global consumer shopping and transactions, causing clients to place increased emphasis on eCommerce reads. This provides a growth tailwind for our granular data and analytics on digital markets as clients seek to understand consumer behavior and make strategic and operating decisions across multiple sales channels. Moreover, penetration rates were approximately 20% in 2024 for large companies with annual revenue of more than $1 billion in end markets such as financial services, government and advertising, and below 10% for smaller companies. Further, we believe that the complementary nature of our measurement-based Intelligence and analytics-focused Activation solutions will enable continued growth in the dynamic and rapidly evolving analytics market.
Our Competitive Strengths
We believe the following capabilities form our core strengths and provide us with competitive advantages:
technology companies. Mr. Peck and other members of our executive team successfully executed our large-scale transformation plan and have worked to position us for durable and profitable growth since the 2021 Carve-Out Transaction. Our skilled management team and highly talented workforce with deep domain expertise are valuable assets that deliver the value of The NIQ Ecosystem to clients and our other stakeholders.
Our Attractive Business Model
We believe our market leadership, global presence, neutrality, credibility, comprehensive data quality, robust data governance, and AI-powered cloud platform will drive our long-term growth and enhance operating margins. We believe that our embedded, often on-site relationships with our clients position us to recognize future trends first-hand and innovate to proactively address the evolving needs of our clients. We have a highly efficient and attractive business model characterized by the following attributes:
Our Growth Opportunities
Our multi-faceted growth strategy leverages our brand, strong client relationships, and competitive advantages as a leading provider of consumer intelligence to capture attractive future opportunities. Our key growth opportunities and strategies include: