Debt and Other Financing Arrangements

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Debt and Other Financing Arrangements

NOTE 8 – DEBT AND OTHER FINANCING ARRANGEMENTS

A summary of the Company’s long-term obligations as of September 30, 2025 and December 31, 2024 are as follows:

	September 30, 2025								December 31, 2024
	Principal		Carrying Value			Effective Interest Rate			Principal		Carrying Value			Effective Interest Rate
Senior Secured Credit Facilities:
Revolving Credit Facility	$	42,473	$	42,473			12.7	%	$	—	$	—			—
Term Loan Facility (1)		543,113		517,251			11.6	%		518,700		488,298			11.1	%
Delayed Draw Term Loan Facility (2)		75,600		71,235			12.6	%		—		—			—
Other debt:
Finance leases		995		995			8.2	%		1,090		1,090			5.6	%
				631,954								489,388
Less: Current portion of long-term debt				(631,430	)							(7,939	)
Long-term debt			$	524							$	481,449

(1)The Term Loan Facility includes paid-in-kind interest of $27.9 million as of September 30, 2025.

(2)The Delayed Draw Term Loan Facility principal includes an upfront one-time 3.0% fee that was paid-in-kind as of September 30, 2025. Additionally, a 5.0% exit fee is included in the principal amount, which becomes payable on the maturity date.

Debt maturities as of September 30, 2025, which are due in the next five years are as follows:

Debt Maturities	Amount
Three remaining months of 2025	$	661,657
2026		205
2027		307
2028		12
Total debt liabilities	$	662,181

The weighted average interest rate on outstanding short-term borrowings as of September 30, 2025 was 12.3%.

Exchange Agreement

On December 8, 2025, the Company entered into that certain Exchange and Contribution Agreement (the “Exchange Agreement”), by and among the Company, each of its subsidiaries, certain lenders (the “Pre-Exchange Term Lenders”) party to the Revolving Credit Agreement (as in effect prior to the effectiveness of the Third Revolving Credit Facility Amendment (as defined below), the “Pre-Exchange Term Loan Agreement”) , SUP Parent Holdings, LLC (“Parent”) and Oaktree Fund Administration, LLC, as administrative agent. Pursuant to the Exchange Agreement, immediately following the consummation of the Merger, each Pre-Exchange Term Lender (a) exchanged with the Company all of its rights, title, and interest in, to, and under its Exchanged Term Loan Claims and Bridge Loan Claims (each as defined in the Exchange Agreement) in return for a certain portion of the aggregate principal amount of Take Back Term Loans (as defined in the Exchange Agreement) and (b) contributed to Parent all of its rights, title, and interest in, to and under its Contributed Existing Term Loan Claims (as defined in the Exchange Agreement) in exchange for a certain number of units representing limited liability company interests in Parent, if any. Upon the consummation of the foregoing, (i) all Exchanged Term Loan Claims, Bridge Loan Claims, and Contributed Existing Term Loan Claims were deemed satisfied, discharged, terminated, and extinguished in full and (ii) all commitments, if any, under the Pre-Exchange Term Loan Agreement were terminated.

Senior Secured Credit Facilities

Revolving Credit Facility

The Company is a party to a Credit Agreement, dated as of December 15, 2022 (as amended, amended and restated, restated, supplemented or modified from time to time, the “Revolving Credit Agreement”), pursuant to which the lenders thereto have provided

a $60.0 million revolving credit facility (“the Revolving Credit Facility”). The Revolving Credit Facility will mature on December 15, 2027.

Simultaneously with the execution of the Term Loan Second Amendment (as defined below), the Company, the other borrowers party thereto, JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent, and the lenders and issuing banks party thereto, entered into a Second Amendment (the “Second Revolving Credit Facility Amendment”) to the Revolving Credit Agreement, pursuant to which, among other things, the lenders party thereto agreed to (i) a limited waiver of the financial covenants under the Revolving Credit Facility for the test period ending on June 30, 2025, (ii) the Company’s unwinding of its hedging arrangements and the retention by the Company of the proceeds thereof and (iii) the incurrence of the Delayed Draw Term Loan Facility.

On December 8, 2025, the Company entered into a Third Amendment (the “Third Revolving Credit Facility Amendment”) to the Revolving Credit Agreement, by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto (the “Revolving Lenders”), and JPMorgan Chase Bank, N.A., as administrative and collateral agent, which amends the Revolving Credit Agreement. Pursuant to the Third Revolving Credit Facility Amendment, among other things, (i) the Revolving Lenders agreed to waive certain defaults and events of default outstanding under the Revolving Credit Agreement (as in effect prior to the effectiveness of the Third Revolving Credit Facility Amendment) and compliance with the financial covenants under the Revolving Credit Agreement through (and including) June 30, 2026 and (ii) the maturity of the Revolving Credit Facility was amended to June 30, 2026.

Term Loan Facility

The Company is also party to an Amended and Restated Credit Agreement, dated as of August 14, 2024 (as amended, amended and restated, restated, supplemented or modified from time to time, the “Term Loan Agreement” and, together with the Revolving Credit Agreement, the “Credit Agreements”), pursuant to which the lenders thereto have provided (i) a $520 million term loan facility (the “Pre-Recapitalization Term Loan Facility”) and (ii) the Delayed Draw Term Loan Facility (as defined below). The Term Loan Facility matures on December 15, 2028 and the Delayed Draw Term Loan Facility matures on June 4, 2026.

On March 31, 2025, the Company entered into an amendment (the “Term Loan First Amendment”) to its Term Loan Agreement which, among other things, (i) increased the liquidity threshold which would trigger a mandatory prepayment of the Pre-Recapitalization Term Loan Facility, from $80.0 million to $115.0 million and (ii) included the Company’s and its subsidiaries’ ability to factor assets under certain securitization agreements in the calculation of liquidity for the purposes of determining whether a mandatory prepayment is required.

On June 4, 2025, the Company entered into an amendment (the “Term Loan Second Amendment”) to its Term Loan Agreement to, among other things, provide an incremental $70.0 million delayed draw term loan facility (the “Delayed Draw Term Loan Facility” ).

The Pre-Recapitalization Term Loan Facility contains a mandatory prepayment provision upon the event of default, which the Company has accounted for separately as a derivative liability. As of September 30, 2025, the Company has recorded a derivative liability of $0.6 million in the condensed consolidated balance sheet.

During the nine months ended September 30, 2025, the Company prepaid $2.2 million in principal of the Term Loan Facility under one of the mandatory prepayment provisions applicable thereto.

As of September 30, 2025, the interest rate in effect on borrowings under the Pre-Recapitalization Term Loan Facility and the Delayed Draw Term Loan Facility were 11.7% and 12.3%. As of September 30, 2025, the interest rate in effect on borrowings under the Revolving Credit Facility was 10.8%.

Upon the consummation of the transactions contemplated in the Exchange Agreement, no obligations under the Pre-Recapitalization Term Loan Facility or the Delayed Draw Term Loan Facility remain.

On December 8, 2025, the Company also entered into an amendment (the “Term Loan Third Amendment”) to its Term Loan Agreement pursuant to which, among other things, (i) an additional $27.5 million of aggregate principal amount of term loans were made to the Company, (ii) $172.5 million of aggregate principal amount of term loans (which amount was increased from the amount provided in the Recapitalization Support Agreement, dated as of July 8, 2025, by mutual agreement of the Company, the lenders party thereto, and TPG Growth III Sidewall, L.P. (“TPG”)) were deemed made to the Company by (a) the Pre-Exchange Term Lenders in exchange for an equivalent amount of obligations owed to them under the Term Loan Agreement (as in effect prior to the Term Loan Third Amendment) and (b) TPG in consideration for its agreement with respect to the increased aggregate principal amount of term loan and (iii) the lenders party thereto agreed to waive defaults and events of default outstanding under the Term Loan Agreement (as in effect prior to the Term Loan Third Amendment).

Further information on prepayments, interest rates, guarantees and collateral security, covenants, and other terms and conditions of the Senior Secured Credit Facilities is included in the Company’s 2024 Form 10-K and the Company’s Forms 8-K filed on April 2, 2025 and June 6, 2025.

As of September 30, 2025, the Company was in violation of its financial covenants under the Senior Secured Credit Facilities. The Third Amendment to the Company’s Senior Secured Credit Facilities entered into on December 8, 2025 removed certain financial covenants under the Term Loan Facility and waived the financial covenants under the Revolving Credit Facility through June 30, 2026. The Senior Secured Credit Facilities also contain a monthly minimum liquidity threshold of not less than $10.0 million as of the last business day of each month.

Available Unused Commitments under the Revolving Credit Facility

As of September 30, 2025, the Company had $42.5 million in outstanding borrowings under the Revolving Credit Facility and unused commitments of $0.1 million, which has been reduced for outstanding letters of credit of $17.4 million.

Factoring Arrangements

The Company sells certain customer trade receivables under factoring arrangements with designated financial institutions, which are accounted for as a sale. The fair value of assets received as proceeds in exchange for the transfer of accounts receivable under these factoring arrangements approximates fair value of such receivables and cash proceeds are included in cash provided by operating activities. The Company’s ongoing involvement under the factoring arrangements is limited to processing of customer payments on the factored receivables. Factoring arrangements incorporate customary representations and warranties, including representations as to validity of amounts due, completeness of performance obligations, and absence of commercial disputes.

During the three months ended September 30, 2025 and 2024, the Company sold trade receivables totaling $59.0 million and $222.6 million and incurred factoring fees of $0.8 million and $1.9 million. During the nine months ended September 30, 2025 and 2024, the Company sold trade receivables totaling $358.4 million and $520.2 million and incurred factoring fees of $3.5 million and $4.2 million.

As of September 30, 2025 and December 31, 2024, receivables of $23.7 million and $70.9 million had been factored and had not yet been paid by customers to the respective financial institutions.