UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 24~~August 14, 2025

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NIQ Global Intelligence plc

(Exact name of registrant as specified in its charter)

Ireland		001-42763		Not applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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200 West Jackson Boulevard, Chicago, IL 60606


Ireland (State or other jurisdiction of incorporation or organization)	001-42763 (Commission File Number)	Not applicable (I.R.S. Employer Identification No.)
200 West Jackson Boulevard, Chicago, Illinois, 60606
(Address of principal executive offices) (Zip code)
(312) 583-5100
(Registrant's telephone number, including area code)

~~(Address of principal executive offices) (Zip Code)~~ ___________________________________

Registrant’s telephone number, including area code: 312-583-5100

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Ordinary shares, nominal value $0.00001 per share	NIQ	New York Stock Exchange

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d~~12b-2~~(b)~~ ~~under~~of the Exchange Act (~~17 CFR~~ §240.~~14d~~12b-2(b of this chapter)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchangeon which registered
Ordinary Shares, nominal value $0.00001 per share		NIQ		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperation ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

InOn ~~connection~~August 14, ~~with~~2025, ~~the initial public offering (the “Offering”) by~~ NIQ Global Intelligence plc (the “"Company”") ofreported ~~its ordinary~~results ~~shares,~~of ~~nominal~~operations ~~value~~for ~~$0.00001 per share (~~the ~~“Ordinary~~six ~~Shares”),~~months ~~described~~ended ~~in the prospectus (the “Prospectus”), dated July~~June 2230, 2025,. ~~filed~~The ~~with~~press ~~the~~release ~~Securities~~attached ~~and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933,~~ as ~~amended~~Exhibit ~~(the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-~~99.1 ~~(File No. 333-288376)~~includes ~~(as~~additional ~~amended,~~information ~~the~~regarding ~~“Registration Statement”),~~ the ~~Company~~foregoing ~~entered~~and ~~into~~is ~~the~~incorporated ~~Shareholders’~~herein ~~Agreement, dated July 22, 2025,~~ by ~~and among the Company and each of the other persons from time to time party thereto (the “Shareholders’ Agreement”)~~reference.

The ~~Shareholders’~~information ~~Agreement~~furnished isunder ~~filed~~Item ~~herewith as~~2.02 on this Current Report on Form 8-K (including Exhibit 1099.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~and~~as isamended ~~incorporated~~(the ~~herein~~“Exchange byAct”), ~~reference.~~or ~~Certain~~otherwise ~~parties~~subject to the ~~Shareholders’~~liabilities ~~Agreement~~of ~~have~~that ~~various~~section, ~~relationships~~nor ~~with~~shall it be deemed incorporated by reference into any filing by the Company., ~~For~~under ~~further~~the ~~information~~Securities Act of 1933, ~~see~~as ~~“Certain~~amended, ~~Relationships~~or ~~and~~the ~~Related~~Exchange ~~Party~~Act, ~~Transactions”~~ except as expressly set forth by specific reference in ~~the~~such ~~Prospectus~~filing.

Item 39.0301 ~~Material~~- ~~Modification~~Financial toStatements ~~Rights~~and ~~of Security Holders.~~Exhibits

~~The~~(d) ~~information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.~~ Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Exhibit No.						Exhibit Description
99.1						Press release dated August 14, 2025
104						Cover Page Interactive Data File embedded within the Inline XBRL document

~~2025 Equity Incentive Plan~~ SIGNATURE

~~Effective July 22,~~Pursuant ~~2025,~~to the ~~Company’s~~requirements ~~Board~~ of ~~Directors adopted~~ the ~~NIQ~~Securities ~~Global~~Exchange ~~Intelligence~~Act ~~plc 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides for the grant~~ of ~~share options~~1934, ~~SARs,~~as ~~restricted and unrestricted shares and share units~~amended, ~~performance~~the ~~awards~~Registrant ~~and~~has ~~other~~duly ~~awards~~caused ~~that~~this ~~are~~report ~~convertible~~to ~~into~~be orsigned ~~otherwise based~~ on ~~Ordinary~~its ~~Shares~~behalf ~~to the Company’s employees and directors of, and consultants selected~~ by the ~~2025~~undersigned ~~Plan’s~~hereunto ~~administrator.~~duly ~~For further information regarding the 2025 Equity Incentive Plan, see “Executive and Director Compensation—2025 Equity Incentive Plan” in the Prospectus~~authorized.

The 2025 Equity Incentive Plan is filed herewith as Exhibit 10.2 and incorporated herein by reference. The above description of the 2025 Equity Incentive Plan is not complete and is qualified in its entirety by reference to such exhibit.


Date: August 14, 2025	NIQ GLOBAL INTELLIGENCE PLC

	By:	/s/ Michael Burwell
	Name:	Michael Burwell
	Title:	Chief Financial Officer

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 22, 2025, the Company’s Memorandum and Articles of Association, as amended (the “Articles”), in the form previously filed as Exhibit 3.1 to the Registration Statement became effective. The Articles, among other things, provide that the Company’s authorized capital stock consists of 1,500,000,000 Ordinary Shares, 150,000,000 preferred shares, nominal value $0.00001 per share and 25,000,000 Euro deferred shares, nominal value €1.00 per share. A description of the Company’s share capital, after giving effect to the effectiveness of the Articles, has previously been reported by the Company in the Registration Statement. The Articles are filed herewith as Exhibit 3.1, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
3.1		Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-288376) filed with the SEC on July 22, 2025).
10.1		Shareholders’ Agreement, dated as of July 22, 2025, by and among the Company and each of the other persons from time to time party thereto (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-288376) filed with the SEC on July 22, 2025).
10.2		NIQ Global Intelligence plc 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No. 333-288376) filed with the SEC on July 22, 2025).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: July 24, 2025

NIQ Global Intelligence plc

/s/ John Blenke

John Blenke

Chief Legal Officer and Company Secretary

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