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What changed in Cardlytics, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cardlytics, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+348 added−319 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-12)

Top changes in Cardlytics, Inc.'s 2025 10-K

348 paragraphs added · 319 removed · 248 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe provide compelling return on advertising spend due to our ability to influence likely buyers, which we demonstrate through our insights into consumer purchase data. This allows us to serve marketers at scale across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment.
Biggest changeWe provide marketers with the opportunity to leverage this unique data set to precisely reach millions of consumers. • Significant Scale with Marketers due to Consumer Insights and Compelling Return on Advertising Spend . We provide compelling return on advertising spend due to our ability to influence likely buyers, which we demonstrate through our insights into consumer purchase data.
We also partner with multiple bank processors and digital banking providers to help us reach customers of small and mid-sized FI partners. 4 The Bridg Platform The Bridg platform is a customer data platform that utilizes POS data from our merchant data partners, including product-level purchase data to enable marketers to perform analytics and targeted loyalty marketing.
We also partner with multiple bank processors and digital banking providers to help us reach customers of small and mid-sized FI partners. The Bridg Platform The Bridg platform is a customer data platform that utilizes POS data from our merchant data partners, including product-level purchase data to enable marketers to perform analytics and targeted loyalty marketing.
Since we are able to measure the impact marketing campaigns have on in-store and online sales, marketers can use our data capabilities to optimize their advertising efforts with new or increased investment in the Cardlytics and Bridg platforms.
Since we are able to measure the impact marketing campaigns have on in-store and online sales, marketers can use our data capabilities to optimize their advertising efforts with new or increased investment in the Cardlytics platform.
Today, our FI partners include Bank of America, National Association ("Bank of America"), JPMorgan Chase Bank, National Association ("Chase"), Wells Fargo Bank, National Association ("Wells Fargo"), and American Express Travel Related Services Company, Inc. ("American Express"), as well as many other national and regional financial institutions, financial technology companies and virtual-only banks.
Today, our FI partners include JPMorgan Chase Bank, National Association ("Chase"), Wells Fargo Bank, National Association ("Wells Fargo"), and American Express Travel Related Services Company, Inc. ("American Express"), as well as many other national and regional financial 4 institutions, financial technology companies and virtual-only banks.
Each new partner increases the size of our data asset and addressable audience, increasing the value of the Cardlytics and Bridg platforms to both marketers and our existing partners, which we believe will drive growth. 7 • Grow the Platform Through Integrations with Partners .
Each new partner increases the size of our data asset and addressable audience, increasing the value of the Cardlytics platform to both marketers and our existing partners, which we believe will drive growth. • Grow the Platform Through Integrations with Partners .
As of December 31, 2024, we had seventeen issued patents relating to our software. We cannot assure you that our patents will give us the protection that we seek or that any such patents will not be challenged, invalidated, or circumvented. Our patents may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringements.
As of December 31, 2025, we had eighteen issued patents relating to our software. We cannot assure you that our patents will give us the protection that we seek or that any such patents will not be challenged, invalidated, or circumvented. Our patents may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringements.
Through the Cardlytics and Bridg platforms, we reach and influence real buyers at scale and measure the true, incremental impact marketing campaigns have on in-store and online sales. Our targeting capabilities allow marketers to tailor their campaigns to align with their marketing strategies. • Proprietary Technology Architecture and Advanced Analytics Capabilities .
Through the Cardlytics platform, we reach and influence real buyers at scale and measure the true, incremental impact marketing campaigns have on in-store and online sales. Our targeting capabilities allow marketers to tailor their campaigns to align with their marketing strategies. • Proprietary Technology Architecture and Advanced Analytics Capabilities . We have designed the Cardlytics platform to protect our data.
We have designed the Cardlytics platform to protect our data. Our proprietary, distributed architecture helps facilitate both the effective delivery of our solution and the protection of our FI partners' customers' personal data. No personal data is shared by FI partners with Cardlytics and the data received from FI partners is anonymized and cannot be associated with any known individual.
Our proprietary, distributed architecture helps facilitate both the effective delivery of our solution and the protection of our FI partners' customers' personal data. No personal data is shared by FI partners with Cardlytics and the data received from FI partners is anonymized and cannot be associated with any known individual.
Agreements with Chase In May 2018, we entered into a Master Agreement and Schedule #1 to the Master Agreement (collectively, the "Master Agreement") with Chase, pursuant to which we provide Chase with access to the Cardlytics platform. Under the Master Agreement, we provide Chase with access to the Cardlytics platform through November 19, 2025.
Agreements with Chase In May 2018, we entered into a Master Agreement and Schedule #1 to the Master Agreement (collectively, the "Master Agreement") with Chase, pursuant to which we agreed to provide Chase with access to the Cardlytics platform. Under the Master Agreement, we agreed to provide Chase with access to the Cardlytics platform.
Adding new marketers and increasing the potential incentives provided to our FI partners' customers increases engagement within our FI partners' digital channels. This, in turn, attracts more FI partners to our platforms, adding to our scale, and making our platforms more valuable to marketers. 6 • Ability to Improve Marketing .
We see significant network effects within the Cardlytics platform. Adding new marketers and increasing the potential incentives provided to our FI partners' customers increases engagement within our FI partners' digital channels. This, in turn, attracts more FI partners to our platforms, adding to our scale, and making our platforms more valuable to marketers. 6 • Ability to Improve Marketing .
Employees As of December 31, 2024, we had 454 full-time employees, including 61 in delivery, 162 in sales and marketing, 155 in research and development and 76 in general and administrative. None of our employees are covered by collective bargaining agreements. We believe our employee relations are good, and we have not experienced any work stoppages.
Employees As of December 31, 2025, we had 275 full-time employees, including 29 in delivery, 105 in sales and marketing, 95 in research and development and 46 in general and administrative. None of our employees are covered by collective bargaining agreements. We believe our employee relations are good, and we have not experienced any work stoppages.
Agreements with Bank of America Our relationship with Bank of America is governed by a General Services Agreement pursuant to which we provide Bank of America with access to the Cardlytics platform and certain other related services, and a related Statement of Work (collectively, the "GSA"), which grants Bank of America the right to use the software underlying the Cardlytics platform.
The partners for the Bridg platform are merchant data partners that provide us with access to their POS data, including product-level purchase data. 7 Agreements with Bank of America Our relationship with Bank of America is governed by a General Services Agreement pursuant to which we provide Bank of America with access to the Cardlytics platform and certain other related services, and a related Statement of Work (collectively, the "GSA"), which grants Bank of America the right to use the software underlying the Cardlytics platform.
We also have a dedicated FI partner sales team focused on expanding our network by both nurturing our existing relationships and cultivating new relationships with FI partners.
We also have account managers that manage our customer relationships within each industry and focus on deepening relationships with existing partners and expanding our network. We also have a dedicated FI partner sales team focused on expanding our network by both nurturing our existing relationships and cultivating new relationships with FI partners.
We also license software from third parties for integration into our offerings, including open-source software and other software made available on commercially reasonable terms.
We also license software from third parties for integration into our offerings, including open-source software and other software made available on commercially reasonable terms. We cannot assure you that such third parties will maintain such software or continue to make it available.
In addition, others may independently discover our trade secrets, which would prevent us from being able to assert trade secret rights or develop similar technologies and processes.
Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. In addition, others may independently discover our trade secrets, which would prevent us from being able to assert trade secret rights or develop similar technologies and processes.
During 2024, the Cardlytics platform analyzed approximatel y $5.8 trillion in purchases across all categories and geographies, both online and in-store. We have access to purchase data on the Cardlytics platform in the form of credit, debit, ACH and bill pay transactions. We provide marketers with the opportunity to leverage this unique data set to precisely reach millions of consumers.
During 2025, the Cardlytics platform analyzed approximately $5.7 trillion in purchases across all categories and geographies, both online and in-store. We have access to purchase data on the Cardlytics platform in the form of credit, debit, ACH and bill pay transactions.
We also leverage the power of our data to provide marketers utilizing our financial media network with valuable insights into the preferences of their actual or potential customers wherever they shop.
We also leverage the power of our data to provide marketers utilizing our financial media network with valuable insights into the preferences of their actual or potential customers wherever they shop. Point-of-Sale Data from our Merchant Data Partners Using POS data from our merchant data partners and identity information, the Bridg platform associates customer transactions with anonymized identifiers.
Our analytics make our data actionable, enabling us to develop insights that marketers and partners rely on to make more informed business decisions and create more meaningful customer connections. • Loyalty Tactics Beyond Loyalty Programs . The Bridg platform easily ingests POS data, allowing marketers to identify and reach previously unreachable customers.
Our analytics make our data actionable, enabling us to develop insights that marketers and partners rely on to make more informed business decisions and create more meaningful customer connections.
In 2023, we launched an additional product offered through the Bridg platform, Rippl, our retail media network. This product is a unique solution that unlocks profitable retail media partnerships for regional grocers, brands, and consumer packaged goods companies by leveraging customer data in order to strengthen targeting capability for retail media purposes.
Bridg also enables marketers to measure the impact of their marketing. In 2023, we launched an additional product offered through the Bridg platform, Rippl. This product provides retail media capabilities for regional grocers, brands, and consumer packaged goods companies by leveraging customer data to support targeting capability for retail media purposes.
By serving these marketers at scale, we have developed deep insight into consumer behavior, which has allowed us to optimize how we reach and influence likely buyers. • Powerful, Self-Reinforcing Network Effects . We see significant network effects within the Cardlytics platform.
This allows us to serve marketers at scale across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment. By serving these marketers at scale, we have developed deep insight into consumer behavior, which has allowed us to optimize how we reach and influence likely buyers. • Powerful, Self-Reinforcing Network Effects .
Marketers are also challenged to measure the performance of their marketing, and our financial media network addresses these challenges by enabling marketers to precisely measure how marketing drives both in-store and online sales through "closed loop-measurement." Solutions The Cardlytics Platform Through the Cardlytics platform, our financial media network, marketers can deliver advertising content to customers that allows them to earn rewards, which are funded with a portion of the fees we collect from marketers.
Solutions The Cardlytics Platform Through the Cardlytics platform, our financial media network, marketers can deliver advertising content to customers that allows them to earn rewards, which are funded with a portion of the fees we collect from marketers.
With the Bridg platform, we enable marketers to leverage their own POS data and reach their customers across a wide variety of digital advertising channels that they would not otherwise be able to identify and reach, or to reach customers based on their product-level past purchases.
With the Bridg platform, we enable marketers to leverage their own POS data and reach their customers across a variety of digital advertising channels, while also providing measurement of marketing performance based on actual customer purchases.
Additionally, we offer comprehensive medical benefits, a positive work/life ratio, flexible paid time off, health and wellness programs, and learning and development opportunities. Each year, with the help of outside experts, we evaluate each aspect of compensation and benefits to ensure they are in alignment with the market and our peers.
We encourage our employees to think and act like shareholders, and they are invested in our success. Additionally, we offer comprehensive medical benefits, a positive work/life ratio, flexible paid time off, health and wellness programs, and learning and development opportunities.
As a purpose-driven company, we are focused on creating undeniable impact for partners while delivering real value to people, and our values reflect what drives our success. Our people and culture are our most valuable assets and greatest differentiators.
Each year, with the help of outside experts, we evaluate each aspect of compensation and benefits to ensure they are in alignment with the market and our peers. As a purpose-driven company, we are focused on creating undeniable impact for partners while delivering real value to people, and our values reflect what drives our success.
Our use of equity compensation allows our employees to operate as owners and is an important component of our total rewards strategy to retain, motivate and attract the best talent. We encourage our employees to think and act like shareholders, and they are invested in our success.
As of December 31, 2025, our global workforce is made up of approximately 46% women and 47% people of color. Our use of equity compensation allows our employees to operate as owners and is an important component of our total rewards strategy to retain, motivate and attract the best talent.
While we already work with many large marketers, we currently capture only a small portion of their overall marketing spend. We intend to continue expanding our sales and marketing efforts to grow our share of advertising budgets from existing marketers and attract new brands, merchants and service providers, both directly and through advertising agencies.
We intend to continue expanding our sales and marketing efforts to grow our share of advertising budgets from existing marketers and attract new brands, merchants and service providers, both directly and through advertising agencies. • Drive Growth through Existing FI Partners . We intend to increase customer adoption by improving the effectiveness of our FI partners' digital channels.
Advanced Analytics Capabilities We use sophisticated quantitative methods to quickly access our massive volumes of data and make sense of past customer spend—and, importantly, predict future customer spend. Our analytics make our data actionable, enabling us to develop insights that marketers and partners rely on to make more informed business decisions and create more meaningful customer connections.
Our analytics make our data actionable, enabling us to develop insights that marketers and partners rely on to make more informed business decisions and create more meaningful customer connections. • World-Class Management Team with Unique Combination of Backgrounds and Experiences .
Our marketing efforts are focused on increasing brand awareness for Cardlytics and Bridg through partnerships, public relations, industry events and publications. We have dedicated sales teams responsible for establishing relationships with marketers and their agencies. Our sales teams are organized by industry, which include everyday spend, specialty retail, restaurant, travel and entertainment.
We have dedicated sales teams responsible for establishing relationships with marketers and their agencies. Our sales teams are organized by industry, which include everyday spend, specialty retail, restaurant, travel and entertainment. Each industry team is led by an experienced sales manager and staffed with sales, sales support and service specialists who have deep domain knowledge and industry operating experience.
In June 2023, we entered into an amendment that increased the portion of advertiser billings that is retained by the Company. Sales and Marketing Our sales teams are focused on growing our share of advertising budgets from existing marketers and attracting new brands, merchants and service providers, both directly and through advertising agencies.
Sales and Marketing Our sales teams are focused on growing our share of advertising budgets from existing marketers and attracting new brands, merchants and service providers, both directly and through advertising agencies. Our marketing efforts are focused on increasing brand awareness for Cardlytics through partnerships, public relations, industry events and publications.
In order to protect our unpatented proprietary technologies and processes, we rely on trade secret laws and confidentiality agreements with our employees, consultants, financial institution partners, marketers, vendors and others. Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them.
We are the registered holder of a variety of domestic and international domain names that include cardlytics.com, bridg.com, and similar variations on those names. 9 In order to protect our unpatented proprietary technologies and processes, we rely on trade secret laws and confidentiality agreements with our employees, consultants, financial institution partners, marketers, vendors and others.
Headquartered in Atlanta, GA with additional offices in New York, NY; Menlo Park, CA; Los Angeles, CA; Champaign, IL and London, U.K., our employees are an essential part of all of our successes. As of December 31, 2024, our global workforce is made up of approximately 42% women and 45% people of color.
Headquartered in Atlanta, GA with additional offices in Los Angeles, CA; Champaign, IL; London, U.K.; and Taipei, Taiwan, our employees are an essential part of all of our successes, with many working remotely, providing the flexibility to contribute from wherever they are most productive.
Point-of-Sale Data from our Merchant Data Partners Using POS data from our merchant data partners and our proprietary bureau of offline identity information, the Bridg platform associates customer transactions with anonymized identifiers. We then build anonymized profiles that include product-level purchase history and hundreds of customer attributes to enable marketing and analytics.
We then build anonymized profiles that include product-level purchase history and customer attributes to enable marketing and analytics. Advanced Analytics Capabilities We use sophisticated quantitative methods to quickly access our massive volumes of data and make sense of past customer spend—and, importantly, predict future customer spend.
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Bridg also enables marketers to measure the impact of their marketing. The Bridg platform's unique ability to identify, understand, and engage previously unreachable in-store customers is made possible through industry leading identity resolution capabilities, a proprietary census of customers' identity and characteristics, and unique strategic data partnerships.
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Marketers are also challenged to measure the performance of their marketing, and our financial media network addresses these challenges by enabling marketers to precisely measure how marketing drives both in-store and online sales through "closed loop-measurement." In January 2026, we entered into a definitive agreement to sell substantially all of the assets primarily related to, or primarily used in, our Bridg platform to an affiliate of PAR Technology Corporation.
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The Bridg platform gives marketers the ability to leverage insight of their own POS transactional purchase data to better understand their customers, inform their marketing strategies and measure the impact of their marketing. • Significant Scale with Marketers due to Consumer Insights and Compelling Return on Advertising Spend .
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The transaction is subject to customary closing conditions and has not yet closed. Until the closing of the transaction, the Bridg platform continues to operate as part of our business.
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This allows marketers to utilize loyalty tactics across all of their customers and enjoy rich insights, targeted marketing capabilities, and closed loop measurement regardless of their digital presence. • World-Class Management Team with Unique Combination of Backgrounds and Experiences .
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While we already work with many large marketers, we currently capture only a small portion of their overall marketing spend.
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We also intend to continue growing the footprint of the Bridg platform through both new and existing merchant data partners. • Continue to Realize Synergies between the Cardlytics and Bridg Platforms.
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On April 22, 2025, we received a written non-renewal notice from Bank of America related to our agreements, which each were scheduled to expire pursuant to their terms effective as of July 31, 2025.
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The power of Bridg allows for synergies with the current Cardlytics platform by creating more relevant offers, and more targeted segments, that can drive higher redemptions, increase consumer engagement, and generate greater advertiser demand. The SKU-level data allows us to bring receipt-level offers to our advertisers, enabling us to tailor promotions based on specific items and quantities.
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Pursuant to the agreements, Bank of America requested that we continue to provide uninterrupted operations under the agreements for a period through January 27, 2026, which period was extended through February 16, 2026, at which point our relationship with Bank of America ended.
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These types of offers enhance the precision of the advertising efforts and boost the relevancy of the offers to the end consumers.
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In June 2023, we entered into an amendment that increased the portion of advertiser billings that is retained by the Company. In July 2025, we further amended the Schedule to extend its term through November 18, 2028 and update certain billing share, incentive and reporting provisions.
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We believe that further integrating the Cardlytics and Bridg platforms has the potential to enable more effective media measurement, price and promotion optimization, more optimal partner relationships and further international expansion. • Drive Growth through Existing FI Partners . We intend to increase customer adoption by improving the effectiveness of our FI partners' digital channels.
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Our people and culture are our most valuable assets and greatest differentiators.
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The partners for the Bridg platform are merchant data partners that provide us with access to their POS data, including product-level purchase data.
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Each industry team is led by an experienced sales manager and staffed with sales, sales support and service specialists who have deep domain knowledge and industry operating experience. We also have account managers that manage our customer relationships within each industry and focus on deepening relationships with existing partners and expanding our network.
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Additionally, Bridg competes or may in the future compete against companies that provide advertising and data solutions such as profile unification or marketing campaign management and analytics, retail media networks, as well as data provisioners, brokers and cooperatives that provide advertising analytics to clients.
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We cannot assure you that such third parties will maintain such software or continue to make it available. 9 We are the registered holder of a variety of domestic and international domain names that include cardlytics.com, dosh.com, bridg.com, and similar variations on those names.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition to traditional computer "hackers," we and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), threat actors, software bugs, malicious code (such as viruses and worms), malware (including: as a result of advanced persistent threat intrusions), employee theft or misuse, denial-of-service attacks, credential attacks, credential harvesting, and ransomware attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions).
Biggest changeDuring times of war and other major conflicts, we, the third parties with whom we work, and our customers may be vulnerable to a heightened risk of these attacks, including retaliatory cyberattacks, that could materially disrupt our systems and operations, and ability to provide our services. 16 In addition to traditional computer "hackers," we and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), threat actors, software bugs, malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), employee theft or misuse, denial-of-service attacks, credential attacks, credential harvesting, and ransomware attacks.
If we fail to meet or exceed expectations for our operating results for these or any other reasons, the market price of our stock could fall and we could face costly lawsuits, including securities class action suits. 12 We may not achieve or sustain revenue and billings growth in the future.
If we fail to meet or exceed expectations for our operating results for these or any other reasons, 12 the market price of our stock could fall and we could face costly lawsuits, including securities class action suits. We may not achieve or sustain revenue and billings growth in the future.
Additionally, companies that transfer personal data out of the EEA and U.K. to other jurisdictions, particularly to the U.S., are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of the EEA for allegedly violating GDPR's cross-border data transfer limitations.
Additionally, companies that transfer personal data out of the EEA and U.K. to other jurisdictions, particularly to the U.S., are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of the EEA for allegedly violating GDPR's cross-border data transfer limitations. Additionally, the U.S.
Our ability to collect and use data may be restricted or prevented by a number of other factors, including: • the failure of our network or software systems, or the network or software systems of our partners; • decisions by our partners to restrict our ability to collect data from them (which decision they may be able to make at their discretion) or to refuse to implement the mechanisms that we request to ensure compliance with our technical requirements or legal obligations; • decisions by our partners to limit our ability to use their purchase data outside of the applicable banking channel; • decisions by our partners' customers to opt out of the incentive program or to use technology that reduces our ability to deliver relevant advertisements; • interruptions, failures or defects in our or our partners' data collection, mining, analysis and storage systems; • changes in regulations impacting the collection and use of data; 20 • changes in browser or device functionality and settings, and other new technologies, which impact our partners' ability to collect and/or share data about their customers; and • changes in international laws, rules, regulations and industry standards or increased enforcement of international laws, rules, regulations, and industry standards.
Our ability to collect and use data may be restricted or prevented by a number of other factors, including: • the failure of our network or software systems, or the network or software systems of our partners; • decisions by our partners to restrict our ability to collect data from them (which decision they may be able to make at their discretion) or to refuse to implement the mechanisms that we request to ensure compliance with our technical requirements or legal obligations; • decisions by our partners to limit our ability to use their purchase data outside of the applicable banking channel; • decisions by our partners' customers to opt out of the incentive program or to use technology that reduces our ability to deliver relevant advertisements; • interruptions, failures or defects in our or our partners' data collection, mining, analysis and storage systems; • changes in regulations impacting the collection and use of data; • changes in browser or device functionality and settings, and other new technologies, which impact our partners' ability to collect and/or share data about their customers; and • changes in international laws, rules, regulations and industry standards or increased enforcement of international laws, rules, regulations, and industry standards.
Acquisitions involve many risks, including the following: • an acquisition may negatively affect our business, financial condition, operating results or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; • we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us; • an acquisition, whether or not consummated, may disrupt our ongoing business, divert resources, increase our expenses and distract our management; • an acquisition may result in a delay or reduction of purchases for both us and the company that we acquired due to uncertainty about continuity and effectiveness of solution from either company; 24 • we may encounter difficulties in, or may be unable to, successfully sell any acquired products or solutions; • an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; • challenges inherent in effectively managing an increased number of employees in diverse locations; • potential strain on our financial and managerial controls and reporting systems and procedures; • potential known and unknown liabilities associated with an acquired company; • our use of cash to pay for acquisitions would limit other potential uses for our cash; • if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; • the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; and • to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings (loss) per share may decrease (increase).
Acquisitions involve many risks, including the following: • an acquisition may negatively affect our business, financial condition, operating results or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; • we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us; • an acquisition, whether or not consummated, may disrupt our ongoing business, divert resources, increase our expenses and distract our management; 26 • an acquisition may result in a delay or reduction of purchases for both us and the company that we acquired due to uncertainty about continuity and effectiveness of solution from either company; • we may encounter difficulties in, or may be unable to, successfully sell any acquired products or solutions; • an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; • challenges inherent in effectively managing an increased number of employees in diverse locations; • potential strain on our financial and managerial controls and reporting systems and procedures; • potential known and unknown liabilities associated with an acquired company; • our use of cash to pay for acquisitions would limit other potential uses for our cash; • if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; • the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; and • to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings (loss) per share may decrease (increase).
Factors that may affect the market price of our common stock include: • actual or anticipated fluctuations in our financial condition and operating results; • variance in our financial performance from expectations of securities analysts or investors; • changes in the prices of our solutions; • changes in laws or regulations applicable to our solutions; • announcements by us or our competitors of significant business developments, acquisitions or new offerings; • our involvement in litigation; • our sale of our common stock or other securities in the future; • changes in senior management or key personnel; • trading volume of our common stock; • changes in the anticipated future size and growth rate of our market; and • general economic, regulatory and market conditions.
Factors that may affect the market price of our common stock include: • actual or anticipated fluctuations in our financial condition and operating results; • variance in our financial performance from expectations of securities analysts or investors; • changes in the prices of our solutions; 35 • changes in laws or regulations applicable to our solutions; • announcements by us or our competitors of significant business developments, acquisitions or new offerings; • our involvement in litigation; • our sale of our common stock or other securities in the future; • changes in senior management or key personnel; • trading volume of our common stock; • changes in the anticipated future size and growth rate of our market; and • general economic, regulatory and market conditions.
If macroeconomic conditions deteriorate or are characterized by uncertainty or volatility, marketers may curtail or freeze spending on marketing in general and for services such as ours specifically, which could have a material and adverse impact on our business, financial condition and operating results In addition, our business may be materially and adversely affected by weak economic conditions in the industries that we serve.
If macroeconomic conditions deteriorate or are characterized by uncertainty or volatility, marketers may curtail or freeze spending on marketing in general and for services such as ours specifically, which could have a material and adverse impact on our business, financial condition and operating results. 11 In addition, our business may be materially and adversely affected by weak economic conditions in the industries that we serve.
Our success in expanding sales of our solutions to marketers in new industries will depend on a variety of factors, including our ability to: 14 • tailor our solutions so that they that are attractive to businesses in such industries; • hire personnel with relevant industry experience to lead sales and services teams; and • develop sufficient expertise in such industries so that we can provide effective and meaningful marketing programs and analytics.
Our success in expanding sales of our solutions to marketers in new industries will depend on a variety of factors, including our ability to: • tailor our solutions so that they that are attractive to businesses in such industries; • hire personnel with relevant industry experience to lead sales and services teams; and • develop sufficient expertise in such industries so that we can provide effective and meaningful marketing programs and analytics.
Certain of the previously identified or similar threats have in the past and may in the future cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or our information technology systems, or those of the third parties with whom we work.
Certain of the previously identified or similar threats have in the past and may in the future cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or our information technology systems, or those of the third 17 parties with whom we work.
The following factors, among others, could result in material charges that would cause our financial results to be negatively impacted: • impairment of goodwill and other long-term assets; • charges for the amortization of identifiable intangible assets and for stock-based compensation; and • accrual of newly identified pre-acquisition contingent liabilities that are identified subsequent to the finalization of the purchase price allocation.
The following factors, among others, could result in material charges that would cause our financial results to be negatively impacted: • impairment of other long-term assets; • charges for the amortization of identifiable intangible assets and for stock-based compensation; and • accrual of newly identified pre-acquisition contingent liabilities that are identified subsequent to the finalization of the purchase price allocation.
An example of the type of international regulation to which we may be subject is the U.K.'s Privacy and Electronic Communications Regulations 2011 ("PECR"), which implements the requirements of Directive 2009/136/EC (which amended Directive 2002/58/EC), which is known as the ePrivacy Directive. The PECR regulates various types of electronic direct marketing that use cookies and similar technologies.
An example of the type of international regulation to which we may be subject is the U.K.'s Privacy and Electronic Communications Regulations 2011 ("PECR"), which implements the requirements of Directive 2009/136/EC (which amended Directive 2002/58/EC), which is known as the ePrivacy Directive. The PECR regulates various types of electronic direct marketing that use cookies and similar 30 technologies.
Our international operations subject us to a variety of risks and challenges, including: • localization of our solutions, including adaptation for local practices; • increased management, travel, infrastructure and legal and compliance costs associated with having international operations; 22 • fluctuations in currency exchange rates and related effects on our operating results; • longer payment cycles and difficulties in collecting accounts receivable or satisfying revenue recognition criteria; • increased financial accounting and reporting burdens and complexities; • general economic conditions in each country or region, including inflationary pressure; • the global economic uncertainty and financial market conditions; • reduction in billings associated with the U.K. as well as issues related to foreign currency exchange rates and trade with foreign jurisdictions; • contractual and legislative restrictions or changes; • economic uncertainty around the world; • compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations; • compliance with applicable laws and regulations for foreign operations, including the Foreign Corrupt Practices Act, the U.K.
Our international operations subject us to a variety of risks and challenges, including: • localization of our solutions, including adaptation for local practices; • increased management, travel, infrastructure and legal and compliance costs associated with having international operations; 24 • fluctuations in currency exchange rates and related effects on our operating results; • longer payment cycles and difficulties in collecting accounts receivable or satisfying revenue recognition criteria; • increased financial accounting and reporting burdens and complexities; • general economic conditions in each country or region, including inflationary pressure; • the global economic uncertainty and financial market conditions; • reduction in billings associated with the U.K. as well as issues related to foreign currency exchange rates and trade with foreign jurisdictions; • contractual and legislative restrictions or changes; • economic uncertainty around the world; • compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations; • compliance with applicable laws and regulations for foreign operations, including the Foreign Corrupt Practices Act, the U.K.
Some of our actual and potential competitors may have advantages over us, such as longer operating histories, significantly greater financial, technical, marketing or other resources, stronger brand and recognition, larger intellectual property portfolios and broader global distribution and presence. In addition, our industry is evolving rapidly and is becoming increasingly competitive.
Some of our actual and potential competitors may have advantages over us, such as longer operating histories, significantly greater financial, technical, marketing or other resources, stronger brand and recognition, larger intellectual property portfolios and broader global distribution and presence. In addition, our industry is evolving rapidly and is becoming increasingly 21 competitive.
Even if we are able to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies. We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations.
Even if we are able to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of data. We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations.
Factors that may impact our quarterly operating results include the factors set forth in this "Risk Factors" section, as well as the following: • our ability to attract and retain marketers and partners; • the amount and timing of revenue, operating costs and capital expenditures related to the operations and expansion of our business, particularly with respect to our efforts to attract new marketers and partners to our network; • the revenue mix generated from our operations in the U.S. and U.K.; • the revenue mix generated from the operations of Cardlytics and its subsidiaries; • decisions made by our FI partners to increase Consumer Incentives or use their Partner Share to fund their Consumer Incentives; • decisions made by our FI partners to not allow certain offers to appear in some or all of their channels; • changes in the economic prospects of marketers, the industries that we primarily serve, or the economy generally, which could alter marketers' spending priorities or budgets; • the termination or alteration of relationships with our partners in a manner that impacts ongoing or future marketing campaigns; • reputational harm; • the amount and timing of expenses required to grow our business, including the timing of our payments of Partner Share and Partner Share commitments as compared to the timing of our receipt of payments from our marketers; • changes in demand for our solutions or similar solutions; • seasonal trends in the marketing industry; • competitive market position, including changes in the pricing policies of our competitors; • exposure related to our international operations and foreign currency exchange rates; • quarantine, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease; • other events or factors, including those resulting from war, such as hostilities between Russia and Ukraine, and the current armed conflict in the Middle East, and incidents of terrorism; • expenses associated with items such as litigation, regulatory changes, cyberattacks or security breaches; • the introduction of new technologies, products or solution offerings by competitors; and • costs related to acquisitions of other businesses or technologies.
Factors that may impact our quarterly operating results include the factors set forth in this "Risk Factors" section, as well as the following: • our ability to attract and retain marketers and partners; • the amount and timing of revenue, operating costs and capital expenditures related to the operations and expansion of our business, particularly with respect to our efforts to attract new marketers and partners to our network; • the revenue mix generated from our operations in the U.S. and U.K.; • the revenue mix generated from the operations of Cardlytics and its subsidiaries; • decisions made by our FI partners to increase Consumer Incentives or use their Partner Share to fund their Consumer Incentives; • decisions made by our FI partners to not allow certain offers to appear in some or all of their channels; • changes in the economic prospects of marketers, the industries that we primarily serve, or the economy generally, which could alter marketers' spending priorities or budgets; • the termination or alteration of relationships with our partners in a manner that impacts ongoing or future marketing campaigns; • reputational harm; • the amount and timing of expenses required to grow our business, including the timing of our payments of Partner Share and Partner Share commitments as compared to the timing of our receipt of payments from our marketers; • changes in demand for our solutions or similar solutions; • seasonal trends in the marketing industry; • competitive market position, including changes in the pricing policies of our competitors; • exposure related to our international operations and foreign currency exchange rates, including as a result of the impact of tariffs imposed by the U.S. government; • quarantine, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease; • other events or factors, including those resulting from war, such as hostilities between Russia and Ukraine, and the current armed conflict in the Middle East, and incidents of terrorism; • expenses associated with items such as litigation, regulatory changes, cyberattacks or security breaches; • the introduction of new technologies, products or solution offerings by competitors; and • costs related to acquisitions of other businesses or technologies.
Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our services, information technologies, systems, and practices and to the services, information, technologies, systems and practices of any third parties that process personal data on our behalf. In addition, these obligations may require us to change or business model.
Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our services, information technologies, systems, and practices and to the services, information, technologies, systems and practices of any third parties that process personal data on our behalf. In addition, these obligations may require us to change our business model.
A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. 35 Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism.
A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism.
An adverse outcome of a dispute may require us to: • pay substantial damages, including treble damages, if we are found to have willfully infringed a third party's patents or copyrights; • cease developing or selling solutions that rely on technology that is alleged to infringe or misappropriate the intellectual property of others; 31 • expend additional development resources to attempt to redesign our solutions or otherwise develop non-infringing technology, which may not be successful; • enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or intellectual property rights; and • indemnify our partners and other third parties.
An adverse outcome of a dispute may require us to: • pay substantial damages, including treble damages, if we are found to have willfully infringed a third party's patents or copyrights; 33 • cease developing or selling solutions that rely on technology that is alleged to infringe or misappropriate the intellectual property of others; • expend additional development resources to attempt to redesign our solutions or otherwise develop non-infringing technology, which may not be successful; • enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or intellectual property rights; and • indemnify our partners and other third parties.
Changes in export or import laws or corresponding sanctions may delay the introduction and sale of our products in international markets, or, in some cases, prevent the export or import of our products to certain 32 countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial condition and results of operations.
Changes in export or import laws or corresponding sanctions may delay the introduction and sale of our products in international markets, or, in some cases, prevent the export or import of our products to certain countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial condition and results of operations.
If the market in which we participate does not continue to develop or develops more slowly than we expect, our business, financial condition and operating results could be harmed. 19 The market in which we participate is competitive and we may not be able to compete successfully with our current or future competitors.
If the market in which we participate does not continue to develop or develops more slowly than we expect, our business, financial condition and operating results could be harmed. The market in which we participate is competitive and we may not be able to compete successfully with our current or future competitors.
If an active market for our common stock is not sustained, it may be difficult for investors in our common stock to sell shares without depressing the market price for the shares or to sell the shares at all. Future sales of our common stock in the public market could cause our share price to decline.
If an active market for our common stock is not sustained, it may be difficult for investors in our common stock to sell shares without depressing the market price for the shares or to sell the shares at all. 37 Future sales of our common stock in the public market could cause our share price to decline.
We cannot assure you that any limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security lapse or breach.
We cannot assure you that any relevant limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security lapse or breach.
If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive.
If we are unable to generate such cash flows, we may be required to 28 adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive.
Our stock price could also be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our stock price could also be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 38
Future or past business transactions (such as acquisitions or integrations) could expose us to additional 15 cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities' systems and technologies.
Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities' systems and technologies.
To safeguard these rights, we rely on a combination of patent, trademark, copyright and trade secret laws and contractual protections in the U.S. and other jurisdictions, all of which provide only limited protection and may not now or in the future provide us with a competitive advantage. 30 As of the date of filing, we had seventeen issued patents relating to our software.
To safeguard these rights, we rely on a combination of patent, trademark, copyright and trade secret laws and contractual protections in the U.S. and other jurisdictions, all of which provide only limited protection and may not now or in the future provide us with a competitive advantage. 32 As of the date of filing, we had seventeen issued patents relating to our software.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, service our indebtedness and respond to business challenges could be significantly impaired, and our business may be adversely affected. 25 Bringing new FI partners into our network may require considerable time and expense and can be long and unpredictable.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, service our indebtedness and respond to business challenges could be significantly impaired, and our business may be adversely affected. 27 Bringing new FI partners into our network may require considerable time and expense and can be long and unpredictable.
In the ordinary course of business, we collect, receive, store, process, use, generate, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share personal data and other sensitive information including proprietary and confidential business data, trade secrets, and intellectual property ("process" or "processing") necessary to operate our business, for legal and marketing purposes, and for other business-related purposes.
In the ordinary course of business, we collect, receive, store, process, use, generate, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share personal data and other sensitive information including proprietary and confidential business data, trade secrets, and intellectual property ("process") necessary to operate our business, for legal and marketing purposes, and for other business-related purposes.
Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the U.S.
Data Privacy Framework and the U.K. extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the U.S.
For instance, the Inflation Reduction Act was passed in the U.S. in 2022, which provides for a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on certain share buybacks by public corporations, that would be imposed on such corporations.
The Inflation Reduction Act, which was passed in the U.S. in 2022, provides for a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on certain share buybacks by public corporations, which would be imposed on such corporations.
Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have an adverse impact on our business, financial condition and operating results. 23 If currency exchange rates fluctuate substantially in the future, the results of our operations could be adversely affected.
Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have an adverse impact on our business, financial condition and operating results. 25 If currency exchange rates fluctuate substantially in the future, the results of our operations could be adversely affected.
Our operating results could suffer due to: • lack of continued participation by FI partners in our network, in whole or in part, or our failure to attract new FI partners; • any decline in demand for the Cardlytics platform by marketers or their agencies; • failure by our FI partners to increase engagement with our solutions within their customer bases, adopt our new technology and products, improve their customers’ user experience, increase customer awareness, leverage additional customer outreach channels like email or otherwise promote our incentive programs on their websites and mobile applications, including by making the programs difficult to access or otherwise diminishing their prominence; • our failure to offer compelling incentives to our FI partners' customers; • FI partners may elect to use their Partner Share to fund their Consumer Incentives; • the introduction by competitors of products and technologies that serve as a replacement or substitute for, or represent an improvement over, the Cardlytics platform, or an FI partner’s decision to implement any existing or future product or technology of a competitor alongside, or in lieu, of the Cardlytics platform; • FI partners developing, or acquiring, their own products, technology, or lines of business to support transaction-based marketing or other incentive programs; • technological innovations or new standards that the Cardlytics platform does not address; and • sensitivity to current or future prices offered by us or competing solutions.
Accordingly, our operating results could suffer due to: • lack of continued participation by FI partners in our network, in whole or in part, or our failure to attract new FI partners; • any decline in demand for the Cardlytics platform by marketers or their agencies; • failure by our FI partners to increase engagement with our solutions within their customer bases, adopt our new technology and products, improve their customers’ user experience, increase customer awareness, leverage additional customer outreach channels like email or otherwise promote our incentive programs on their websites and mobile applications, including by making the programs difficult to access or otherwise diminishing their prominence; • our failure to offer compelling incentives to our FI partners' customers; • FI partners may elect to use their Partner Share to fund their Consumer Incentives; • the introduction by competitors of products and technologies that serve as a replacement or substitute for, or represent an improvement over, the Cardlytics platform, or an FI partner’s decision to implement any existing or future product or technology of a competitor alongside, or in lieu, of the Cardlytics platform; • FI partners developing, or acquiring, their own products, technology, or lines of business to support transaction-based marketing or other incentive programs; • decisions made by our FI partners to restrict us from pursuing certain marketers for their channels; • technological innovations or new standards that the Cardlytics platform does not address; and • sensitivity to current or future prices offered by us or competing solutions.
If we are unable to grow our revenue and billings from sales of the Cardlytics platform, our business and operating results would be harmed. We are substantially dependent on Chase, Bank of America, Wells Fargo and a limited number of other FI partners.
If we are unable to grow our revenue and billings from sales of the Cardlytics platform, our business and operating results would be harmed. We are substantially dependent on Chase, Wells Fargo and a limited number of other FI partners.
If one or more holders elect to convert their Notes, as applicable, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
If one or more holders elect to convert their 2024 Convertible Senior Notes, as applicable, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
Obligations related to data privacy and security (and consumers' data privacy expectations) are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions.
Obligations related to data privacy and security (and individuals' data privacy expectations) are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or make cash payments upon conversions thereof. In addition, our indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2024 Convertible Senior Notes or make cash payments upon conversions thereof. In addition, our indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences.
In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the applicable series of Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
In addition, even if holders do not elect to convert their 2024 Convertible Senior Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the applicable series of 2024 Convertible Senior Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Moreover, third-party data suppliers have recently been subject to increased litigation under various claims of violating certain state privacy laws. Obtaining and selling personal data from third parties carries risk to us.
Moreover, third-party data suppliers have recently been subject to increased litigation under various claims of violating certain state privacy laws. Obtaining and selling personal data carries risk to us.
As such, we may be a more visible target for cyberattacks or physical breaches of our systems, databases or data centers, and we may in the future suffer from such attacks or breaches.
As such, we may be a more visible target for cyberattacks or physical breaches of our systems, databases or data centers, and we have in the past and we may in the future suffer from such attacks or breaches.
Negative or unstable conditions in the general economy, including conditions resulting from resulting from a global or domestic recession or the fear thereof, the imposition of tariffs in the United States and abroad, fluctuations in inflation and interest rates, changes in gross domestic product growth, financial and credit market fluctuations, political turmoil and regulatory changes, natural catastrophes, lower corporate earnings, reduction in business confidence and activity, warfare, including the Russia-Ukraine war and conflict in the Middle East, and terrorist attacks on the United States, Europe, the Asia-Pacific region, or elsewhere could cause a decrease in business and consumer spending and negatively affect the growth of our business and our results of operations.
Negative or unstable conditions in the general economy, including conditions resulting from a global or domestic recession or the fear thereof, the imposition of tariffs in the United States and abroad, fluctuations in inflation and interest rates, changes in gross domestic product growth, financial and credit market fluctuations, political turmoil and regulatory changes, natural catastrophes, lower corporate earnings, reduction in business confidence and activity, warfare, including the Russia-Ukraine war and conflict in the Middle East, and terrorist attacks on the United States, Europe, the Asia-Pacific region, or elsewhere could cause a decrease in business and consumer spending, result in reduced committed marketing budgets from our marketers, and negatively affect the growth of our business and our results of operations.
We may not have sufficient cash flow from our business to pay our indebtedness, and we may not have the ability to raise the funds necessary to settle for cash conversions of the Notes or to repurchase the Notes for cash upon a fundamental change, which could adversely affect our business and results of operations.
We may not have sufficient cash flow from our business to pay our indebtedness, and we may not have the ability to raise the funds necessary to settle for cash conversions of the 2024 Convertible Senior Notes or to repurchase the 2024 Convertible Senior Notes for cash upon a fundamental change, which could adversely affect our business and results of operations.
Upon conversion, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Notes being converted.
Upon conversion, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2024 Convertible Senior Notes being converted.
We may, for example, be required to, or otherwise may determine that it is advisable to, develop or obtain additional tools and technologies for validation of certain of our limited sales related to online purchases to compensate for a potential lack of cookie data.
We may, for example, be required to, or otherwise may determine that it is advisable to, develop or obtain additional tools and technologies for validation of certain of our limited sales related to purchases to compensate for a potential lack of other data.
Seasonality could have a material impact on our revenue, operating results, cash flow from operations and other key performance metrics from period to period. 21 Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.
Seasonality could have a material impact on our revenue, operating results, cash flow from operations and other key performance metrics from period to period. 23 Our corporate culture has contributed to our success, and if we cannot maintain it, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.
A significant percentage of consumer credit and debit card spending is concentrated with the 10 largest FIs in the U.S., five of which are currently part of our network, while the balance of card spending is spread across thousands of smaller FIs.
A significant percentage of consumer credit and debit card spending is concentrated with the 10 largest financial institutions in the U.S., five of which are currently part of our network, while the balance of card spending is spread across thousands of smaller financial institutions.
If we are or become subject to limitations on our use of federal NOL carry-forwards under IRC Section 382, our federal NOL carry-forwards could expire unutilized or underutilized, even if we earn taxable income against which our federal NOL carry-forwards could otherwise be offset.
If we are or become subject to limitations on our use of federal NOL carry-forwards under Code Section 382, some of our federal NOL carry-forwards could expire unutilized or underutilized, even if we earn taxable income against which our federal NOL carry-forwards could otherwise be offset.
Transactions relating to our Notes may affect the value of our common stock. The conversion of some or all of the Notes would dilute the ownership interests of existing stockholders to the extent we satisfy our conversion obligation by delivering shares of our common stock upon any conversion of such Notes.
Transactions relating to our 2024 Convertible Senior Notes may affect the value of our common stock. The conversion of some or all of the 2024 Convertible Senior Notes would dilute the ownership interests of existing stockholders to the extent we satisfy our conversion obligation by delivering shares of our common stock upon any conversion of such 2024 Convertible Senior Notes.
Our failure to repurchase the Notes at a time when the repurchase is required by the indentures governing the Notes, as applicable, or to pay any cash payable on future conversions as required by such indenture would constitute a default under such indenture.
Our failure to repurchase the 2024 Convertible Senior Notes at a time when the repurchase is required by the indentures governing the 2024 Convertible Senior Notes, as applicable, or to pay any cash payable on future conversions as required by such indenture would constitute a default under such indenture.
If holders of our Notes elect to convert their Notes, we may settle our conversion obligation by delivering to them a significant number of shares of our common stock, which would cause dilution to our existing stockholders. 27 We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the Notes or our common stock.
If holders of our 2024 Convertible Senior Notes elect to convert their 2024 Convertible Senior Notes, we may settle our conversion obligation by delivering to them a significant number of shares of our common stock, which would cause dilution to our existing stockholders. 29 We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the 2024 Convertible Senior Notes or our common stock.
Holders of the Notes have the right to require us to repurchase their Notes upon the occurrence of a fundamental change (as defined in the indentures governing the 2020 Convertible Senior Notes and 2024 Convertible Senior Notes, respectively) at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, as applicable, plus accrued and unpaid interest, if any.
Holders of the 2024 Convertible Senior Notes have the right to require us to repurchase their 2024 Convertible Senior Notes upon the occurrence of a fundamental change (as defined in the indenture governing the 2024 Convertible Senior Notes) at a repurchase price equal to 100% of the principal amount of the 2024 Convertible Senior Notes to be repurchased, as applicable, plus accrued and unpaid interest, if any.
As of December 31, 2024 and 2023, our top five marketers accounted for 17% and 19% of our accounts receivable, respectively, with no individual marketer representing over 10% as of the end of each period. We do not have material long-term commitments from most of these marketers.
As of December 31, 2025 and 2024, our top five marketers accounted for 30% and 17% of our accounts receivable, respectively, with no individual marketer representing over 10% as of the end of each period. We do not have material long-term commitments from most of these marketers.
During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, our top five marketers accounted for 16%, 15% and 15% of our revenue, respectively, with no marketer accounting for over 10% during each period.
During the years ended December 31, 2025, 2024 and 2023, our top five marketers accounted for 20%, 16% and 15% of our revenue, respectively, with no marketer accounting for over 10% during each period.
In the event the conditional conversion feature of either series of Notes is triggered, holders of such Notes will be entitled to convert their Notes at any time during specified periods at their option.
In the event the conditional conversion feature of either series of 2024 Convertible Senior Notes is triggered, holders of such 2024 Convertible Senior Notes will be entitled to convert their 2024 Convertible Senior Notes at any time during specified periods at their option.
Current or future criminal capabilities, discovery of existing or new vulnerabilities in our systems and attempts to exploit those vulnerabilities or other developments may compromise the technology protecting our systems.
Current or future threat actor capabilities, discovery of existing or new vulnerabilities in our systems and attempts to exploit those vulnerabilities or other developments may compromise the technology protecting our systems.
As of December 31, 2024, we had 454 full-time employees. We may further expand our overall headcount and operations, with no assurance that we will be able to do so while effectively maintaining our corporate culture.
As of December 31, 2025, we had 275 full-time employees. We may further expand our overall headcount and operations, with no assurance that we will be able to do so while effectively maintaining our corporate culture.
Our Notes may become in the future convertible at the option of their holders under certain circumstances.
Our 2024 Convertible Senior Notes may become in the future convertible at the option of their holders under certain circumstances.
Additionally, we receive, collect, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share and have access to personal data as a result of other aspects of our business.
Additionally, we receive, collect, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share and have access to personal data and other sensitive or confidential information as a result of other aspects of our business.
We had an accumulated deficit of $1.3 billion as of December 31, 2024. We have never achieved net income on an annual basis, and we do not know if we will be able to achieve or sustain net income.
We had an accumulated deficit of $1.4 billion as of December 31, 2025. We have never achieved net income on an annual basis, and we do not know if we will be able to achieve or sustain net income.
Our net operating loss ("NOL") carry-forwards could expire unused and be unavailable to offset future tax liabilities because of their limited duration or because of restrictions under U.S. tax law. As of December 31, 2024 and December 31, 2023, we had U.S. federal and state NOLs of $900.7 million and $896.0 million , respectively.
Portions of our net operating loss ("NOL") carry-forwards could expire unused and be unavailable to offset future tax liabilities because of their limited duration or because of restrictions under U.S. tax law. As of December 31, 2025 and 2024, we had U.S. federal and state NOLs of $990.7 million and $900.7 million, respectively.
The loss of any of Chase, Bank of America, Wells Fargo or any other significant FI partner, or their reduced reliance on us or our solutions, would significantly harm our business, results of operations and financial conditions.
The loss of any of Chase, Wells Fargo or any other significant FI partner, or their reduced reliance on us or our solutions, could significantly harm our business, results of operations and financial conditions.
Our international sales and operations subject us to additional risks that can adversely affect our business, operating results and financial condition. During 2024 and 2023, we derived 8.7% and 5.8%, respectively, of our revenue from outside the U.S.
Our international sales and operations subject us to additional risks that can adversely affect our business, operating results and financial condition. During 2025 and 2024, we derived 13.0% and 8.7%, respectively, of our revenue from outside the U.S.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our Board of Directors to issue preferred stock without further stockholder action and with voting liquidation, dividend and other rights superior to our common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent, and limit the ability of our stockholders to call special meetings; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for director nominees; • establish that our Board of Directors is divided into three classes, with directors in each class serving three-year staggered terms; • require the approval of holders of two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our amended and restated bylaws or amend or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors and the ability of stockholders to take action by written consent or call a special meeting; • prohibit cumulative voting in the election of directors; and • provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our Board of Directors to issue preferred stock without further stockholder action and with voting liquidation, dividend and other rights superior to our common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent, and limit the ability of our stockholders to call special meetings; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for director nominees; • establish that our Board of Directors is divided into three classes, with directors in each class serving three-year staggered terms; • require the approval of holders of two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our amended and restated bylaws or amend or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors and the ability of stockholders to take action by written consent or call a special meeting; • prohibit cumulative voting in the election of directors; and • provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum. 36 These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, which is responsible for appointing the members of our management.
While substantially all of our operations are located in the U.S., we have an office in the U.K. and may continue to expand our international operations as part of our growth strategy.
While substantially all of our operations are located in the U.S., we have offices in the U.K. and Taiwan and may continue to expand our international operations as part of our growth strategy.
Risks Related to our Business and Industry Unfavorable conditions, including inflationary pressure, in the global economy or the industries we serve could limit our ability to grow our business and negatively affect our operating results.
Risks Related to our Business and Industry Unfavorable conditions, including inflationary pressure, or tariffs and other trade protection measures, in the global economy or the industries we serve could limit our ability to grow our business and negatively affect our operating results.
Any patents that may issue in the future from our pending or future patent applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringements. We have registered, or are in the process of attempting to register, the "Cardlytics," "Dosh," "Bridg" and "Rippl" names and logos in the U.S. and certain other countries.
Any patents that may issue in the future from our pending or future patent applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringements. We have registered the "Cardlytics," "Bridg" and "Rippl" names and logos in the U.S. and certain other countries.
We have a history of losses and may not achieve net income in the future. We have incurred annual net losses since inception and expect to incur net losses in certain periods in the future. During 2024 and 2023, our net loss was $189.3 million and $134.7 million, respectively.
We have a history of losses and may not achieve net income in the future. We have incurred annual net losses since inception and expect to incur net losses in certain periods in the future. During 2025 and 2024, our net loss was $103.5 million and $189.3 million, respectively.
Any success that we may experience in the future will depend in large part on our ability to, among other things: • maintain and expand our network of partners; • build and maintain long-term relationships with marketers and their agencies; • develop and offer competitive solutions that meet the evolving needs of marketers; • expand our relationships with partners to enable us to use their purchase data for new solutions; 17 • improve the performance and capabilities of our solutions; • successfully expand our business; • successfully compete with other companies that are currently in, or may in the future enter, the markets for our solutions; • increase market awareness of our solutions and enhance our brand; • manage increased operating expenses as we continue to invest in our infrastructure to scale our business; and • attract, hire, train, integrate and retain qualified and motivated employees.
Any success that we may experience in the future will depend in large part on our ability to, among other things: • maintain and expand our network of partners; • build and maintain long-term relationships with marketers and their agencies; • develop and offer competitive solutions that meet the evolving needs of marketers; • expand our relationships with partners to enable us to use their purchase data for new solutions; • improve the performance and capabilities of our solutions; • successfully expand our business; • successfully compete with other companies that are currently in, or may in the future enter, the markets for our solutions; • increase market awareness of our solutions and enhance our brand; • manage increased operating expenses as we continue to invest in our infrastructure to scale our business; and • attract, hire, train, integrate and retain qualified and motivated employees. 19 Any failure of our partners to effectively deliver and promote the online incentive programs that comprise the Cardlytics platform could materially and adversely affect our business.
Any of the above-described limitations on our ability to successfully collect, utilize and leverage data could also materially impair the optimal performance of our solutions and severely limit our ability to target consumers or bill marketers for our services, which would harm our business, financial condition and operating results.
Any of the above-described limitations on our ability to successfully collect, utilize and leverage data could also materially impair the optimal performance of our solutions and severely limit our ability to target consumers or bill marketers for our services, which would harm our business, financial condition and operating results. 22 The efficacy of some of our solutions depends upon third-party data providers.
During the years ended December 31, 2024, 2023 and 2022, our top three FI partners combined to account for over 85%, 85% and 80%, respectively, of the total Partner Share we paid to all partners.
During the year ended December 31, 2025, our top three FI partners combined to account for over 80% of the total Partner Share we paid to all partners. During the years ended 2024 and 2023, our top three FI partners combined to account for over 85% in each year.
If any of these key data providers were to withdraw or withhold their identifiers from us, our ability to provide our solutions could be adversely affected, and certain marketers may severely limit their spending on our solutions or stop spending with us entirely.
If any of these key data providers were to withdraw or withhold their identifiers from us, or if we fail to renew the agreements governing the relationships with such providers, our ability to provide our solutions could be adversely affected, and certain marketers may severely limit their spending on our solutions or stop spending with us entirely.
Since shares of our common stock were sold in our initial public offering in February 2018 at a price of $13.00 per share, our stock price has ranged from an intraday low of $1.77 to an intraday high of $161.47 through March 12, 2025.
Since shares of our common stock were sold in our initial public offering in February 2018 at a price of $13.00 per share, our stock price has ranged from an intraday low of $0.79 to an intraday high of $161.47 through March 4, 2026.
Future acquisitions could disrupt our business and adversely affect our business, financial condition and operating results. We may choose to expand by making acquisitions that could be material to our business, financial condition or operating results.
We may choose to expand by making acquisitions that could be material to our business, financial condition or operating results.
If an FI partner terminates its agreement with us, we would lose that FI partner as a source of purchase data and online banking customers.
If another FI partner does not renew its agreement or terminates its agreement with us, we would lose that FI partner as a source of purchase data and online banking customers.
Many marketers and marketing agencies, however, have only just begun using our solutions for a limited number of marketing campaigns, and our future revenue growth will depend heavily on these marketers and marketing agencies expanding their use of our solutions across campaigns and otherwise increasing their spending with us.
To maintain and increase our revenue, we must encourage existing marketers and their agencies to increase their use of our solutions and add new marketers. 20 Many marketers and marketing agencies, however, have only just begun using our solutions for a limited number of marketing campaigns, and our future revenue growth will depend heavily on these marketers and marketing agencies expanding their use of our solutions across campaigns and otherwise increasing their spending with us.
Accordingly, our ability to efficiently grow our revenue will specifically depend on our ability to maintain our relationships with the large FIs that are currently part of our network and establish relationships with the large FIs that are not currently part of our network.
Accordingly, our ability to efficiently grow our revenue will specifically depend on our ability to maintain our relationships with the large financial institutions that are currently part of our network and establish relationships with the large financial institutions and other potential supply partners that are not currently part of our network.
In addition, it is uncertain if and to what extent various states will conform to federal tax legislation. The impact of such changes or future legislation could increase our U.S. tax expense and could have a material adverse impact on our business and financial condition.
It is uncertain if and to what extent various states will conform to federal tax legislation. The impact of such changes or any future legislation could affect our U.S. tax expense and could have a material adverse impact on our business and financial condition. Future acquisitions could disrupt our business and adversely affect our business, financial condition and operating results.
Borrowings under our 2018 Line of Credit bear an interest rate equal to the prime rate plus 0.125%. 26 Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the Notes and any borrowings under our 2018 Line of Credit, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2024 Convertible Senior Notes and any borrowings under our 2018 Line of Credit, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
Any of these factors could harm our business, results of operations, and financial condition. In addition, if we incur additional indebtedness, the risks related to our business and our ability to service or repay our indebtedness would increase. The conditional conversion feature of either series of Notes, if triggered, may adversely affect our financial condition and results of operations.
Any of these factors could harm our business, results of operations, and financial condition. In addition, if we incur additional indebtedness, the risks related to our business and our ability to service or repay our indebtedness would increase.
These developments may further complicate compliance efforts, and may increase legal risk and compliance costs for us and the third parties with whom we work. 28 Outside of the U.S., an increasing number of laws, regulations, and industry standards govern data privacy and security.
These developments may further complicate compliance efforts, and may increase legal risk and compliance costs for us and the third parties with whom we work. Outside of the U.S., an increasing number of laws, regulations, and industry standards govern data privacy and security. For example, the European Union's General Data Protection Regulation ("EU GDPR") and the United Kingdom's GDPR ("U.K.
Under accounting principles, we have allocated the total purchase price of Dosh's and Bridg's net tangible assets and intangible assets based on their fair values as of the date of the acquisitions, and we have recorded the excess of the purchase price over those fair values as goodwill.
Under accounting principles, we have allocated the total purchase price of Bridg's net tangible assets and intangible assets based on its fair value as of the date of the acquisition, and we have recorded the excess of the purchase price over that fair value as goodwill.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+3 added−1 removed14 unchanged
Biggest changeWe work with third parties from time to time that assist us to identify, assess and manage cybersecurity risks, including professional services firms to conduct SOC 2, Type II assessments, incident response consultants, cybersecurity software providers, managed cybersecurity service providers, penetration testing firms and other vendors that help to identify, assess, or manage cybersecurity risks.
Biggest changeWe work with third parties from time to time that assist us to identify, assess and manage cybersecurity risks, including professional services firms to conduct SOC 2, Type II assessments, incident response consultants, cybersecurity software providers, managed cybersecurity service providers, penetration testing firms and other vendors that help to identify, assess, or manage cybersecurity risks. 39 To operate our business, we utilize certain third-party service providers to perform a variety of functions, such as professional services, SaaS platforms, managed services, cloud-based infrastructure, encryption and authentication technology and other functions.
Management is also responsible for approving budgets, helping prepare for cybersecurity incidents, responding to cybersecurity incidents, approving cybersecurity policies and procedures, reviewing audit reports, and reporting to the board of directors regarding cybersecurity matters. Management is involved with our efforts to prevent, detect, and mitigate cybersecurity incidents by overseeing and testing of incident response plans.
Management is responsible for approving budgets, helping prepare for cybersecurity incidents, responding to cybersecurity incidents, approving cybersecurity policies and procedures, reviewing audit reports, and reporting to the board of directors regarding cybersecurity matters. Management is involved with our efforts to prevent, detect, and mitigate cybersecurity incidents by overseeing and testing of incident response plans.
Management participates in cybersecurity incident response efforts by being a member of the incident response team and helping direct our response to cybersecurity incidents. 37 Our board of directors oversees our risk management strategy with respect to cybersecurity risks and threats.
Management participates in cybersecurity incident response efforts by being a member of the incident response team and helping direct our response to cybersecurity incidents. Our board of directors oversees our risk management strategy with respect to cybersecurity risks and threats.
Risks from cybersecurity threats are among those that we address in our general risk management program, where we conduct investigations and take actions as required to assess risks to the organization and take mitigating actions designed to reduce, eliminate or manage risks.
Risks from cybersecurity threats are among those that we address in our enterprise risk management program, where we conduct investigations and take actions as required to assess risks to the organization and take mitigating actions designed to reduce, eliminate or manage risks.
We identify such threats by, among other things, monitoring the threat environment using manual and automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and actors, conducting scans of the threat environment, evaluating threats reported to us, logging and monitoring our IT environment, conducting threat assessments for internal and external threats, conducting vulnerability assessments to identify vulnerabilities and conducting tabletop incident response exercises.
We maintain measures designed to identify such threats by, among other things, monitoring the threat environment using manual and automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and actors, conducting scans of the threat environment, evaluating threats reported to us, logging and monitoring our IT environment, conducting threat assessments for internal and external threats, conducting vulnerability assessments to identify vulnerabilities and conducting tabletop incident response exercises.
We implement measures designed to prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats. We prioritize our efforts based on the threats that are more likely to lead to a material impact to our business, such as ransomware, theft of IP and interruption of services.
We prioritize our efforts based on the threats that are more likely to lead to a material impact to our business, such as ransomware, theft of IP and interruption of services.
We assess the likelihood that such threats could result in a material impact to our information assets, operations, ability to provide our goods and services, our core business functions, customer acquisition and retention, personnel, reputation and identified critical business objectives. 36 Based on our assessment process, we implement and maintain various technical, physical and organizational measures designed to manage and mitigate such risks and potential material impacts.
We assess the likelihood that such threats could result in a material impact to our information assets, operations, ability to provide our goods and services, our core business functions, customer acquisition and retention, personnel, reputation and identified critical business objectives.
Management is also responsible for hiring appropriate personnel, integrating cybersecurity considerations into our overall risk management strategy, and for communicating key priorities to employees. Our cybersecurity incident response and vulnerability management processes involve management, who participate in our disclosure controls and procedures. Every six months, management discusses cybersecurity risk and reviews our cybersecurity program.
Our cybersecurity incident response and vulnerability management processes involve management, who participate in our disclosure controls and procedures. On a regular basis, management discusses cybersecurity risk and reviews our cybersecurity program.
Removed
To operate our business, we utilize certain third-party service providers to perform a variety of functions, such as professional services, SaaS platforms, managed services, cloud-based infrastructure, encryption and authentication technology and other functions.
Added
Based on our assessment process, we implement and maintain various technical, physical and organizational measures designed to manage and mitigate such risks and potential material impacts. We implement measures designed to prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats.
Added
Cardlytics’ information security control environment is designed to align with elements of the NIST Cybersecurity Framework (CSF) or other industry standards. Our controls are structured around the NIST core functions (Govern, Identify, Protect, Detect, Respond, and Recover) and are periodically reviewed to ensure they remain appropriate to the nature, scale, and complexity of our operations and risk profile.
Added
The Chief Technology Officer and Chief Information Security Officer in particular have decades of experience assessing and managing cybersecurity risk at various organizations with differentiated risk profiles. Management is also responsible for hiring appropriate personnel, integrating cybersecurity considerations into our overall risk management strategy, and for communicating key priorities to employees.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. PROPERTIES Our principal executive offices are located in Atlanta, Georgia, where we occupy a facility of approximately 17,000 square feet. Our lease expires in January 1, 2032, and we have the option to renew for an additional five-year period. We have additional offices in New York, NY; Menlo Park, CA; Los Angeles, CA; Champaign, IL; and London, U.K.
Biggest changeITEM 2. PROPERTIES Our principal executive offices are located in Atlanta, Georgia, where we occupy a facility of approximately 17,000 square feet. Our lease expires on January 1, 2032, and we have the option to renew for an additional five-year period. We have additional offices in Los Angeles, CA; Champaign, IL; London, U.K.; and Taipei, Taiwan.
We believe that our facilities are sufficient for our current needs and that, should it be needed, additional facilities will be available to accommodate the expansion of our business.
A portion of our workforce operates remotely. We believe that our facilities are sufficient for our current needs and that, should it be needed, additional facilities will be available to accommodate the expansion of our business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−3 removed0 unchanged
Biggest changeWe are not presently a party to any other legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.
Biggest changeLEGAL PROCEEDINGS From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. 40 We are not presently a party to any other legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.
Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 38 PART II.
Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 PART II.
Removed
ITEM 3. LEGAL PROCEEDINGS From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. On January 22, 2025, a putative securities class action lawsuit was filed against Cardlytics and certain of its current and former officers in the U.S.
Removed
District Court for the Northern District of Georgia, captioned Froess v. Cardlytics, Inc., Case No. 1:25-cv-00279-MHC. The complaint, brought on behalf of a putative class of all persons who purchased our securities between March 14, 2024 and August 7, 2024, alleged that defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder.
Removed
On February 13, 2025, we filed a motion to dismiss the complaint. Subsequently, on March 7, 2025, the plaintiff voluntarily dismissed the action without prejudice pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure. Because the dismissal is without prejudice, the plaintiff reserves the right to refile similar claims in the future.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

1 edited+1 added−3 removed1 unchanged
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the Nasdaq Global Market under the symbol "CDLX." Holders of Record As of February 28, 2025, there were approximately 109 stockholders of record of our common stock.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the Nasdaq Global Market under the symbol "CDLX." Holders of Record As of February 28, 2026, there were approximately 119 stockholders of record of our common stock.
Removed
Stock Performance Graph This performance graph shall not be deemed "soliciting material" or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be incorporated by reference into any filing of Cardlytics, Inc. under the Securities Act.
Added
Stock Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required by Item 201(e) of Regulation S-K. ITEM 6. [RESERVED]
Removed
The following performance graph compares the performance of our common stock with the performance of the Standard & Poor's 500 Stock Index and the Nasdaq Composite Index, from December 31, 2019 through December 31, 2024. The graph plots the changes in value of an initial $100 investment over the indicated time period, assuming all dividends are reinvested.
Removed
The graph uses the closing price on December 31, 2019 of $62.86 per share as the initial value of our common stock. The stock price performance in this graph is not necessarily indicative of future stock price performance. ITEM 6. [RESERVED] 39

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

81 edited+44 added−33 removed76 unchanged
Biggest changeBillings increased by $10.9 million during 2023 compared to 2022, primarily driven by an increase of $32.8 million in sales to new marketers, offset by a $21.9 million decrease in sales to existing marketers. 43 The following table presents a reconciliation of billings to revenue, the most directly comparable GAAP measure, for each of the periods indicated (in thousands): Year Ended December 31, 2024 2023 2022 Consolidated Revenue $ 278,298 $ 309,204 $ 298,542 Plus: Consumer Incentives 165,542 144,222 143,935 Billings $ 443,840 $ 453,426 $ 442,477 Cardlytics platform Revenue $ 255,615 $ 285,425 $ 277,185 Plus: Consumer Incentives 165,542 144,222 143,935 Billings $ 421,157 $ 429,647 $ 421,120 Bridg platform Revenue $ 22,683 $ 23,779 $ 21,357 Plus: Consumer Incentives — — — Billings $ 22,683 $ 23,779 $ 21,357 Adjusted Contribution The following table presents a reconciliation of Adjusted Contribution to gross profit, the most directly comparable GAAP measure, for each of the periods indicated (in thousands): Year Ended December 31, 2024 2023 2022 Revenue $ 278,298 $ 309,204 $ 298,542 Minus: Partner Share and other third-party costs 127,761 150,578 155,507 Delivery costs (1) 29,643 28,248 30,403 Gross Profit 120,894 130,378 112,632 Plus: Delivery costs (1) 29,643 28,248 30,403 Adjusted Contribution $ 150,537 $ 158,626 $ 143,035 (1) Stock-based compensation expense recognized in delivery costs totaled $2.7 million, $2.4 million and $2.7 million during 2024, 2023 and 2022, respectively. 44 Adjusted EBITDA The following table presents a reconciliation of Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated (in thousands): Year Ended December 31, 2024 2023 2022 Net Loss $ (189,304) $ (134,702) $ (465,264) Plus: Interest expense, net 5,553 2,336 2,556 Depreciation and amortization 25,689 26,460 37,544 Stock-based compensation expense 40,367 40,980 44,686 Acquisition, integration and divestiture costs (benefits) 161 (6,313) (2,874) Change in contingent consideration 210 1,246 (128,174) Foreign currency loss (gain) 1,269 (3,304) 6,376 Impairment of goodwill and intangible assets 131,595 70,518 453,288 Gain on debt extinguishment (13,017) — — Loss on divestiture — 6,550 — Restructuring and reduction of force — — 8,139 Income tax benefit — — (1,446) Adjusted EBITDA $ 2,523 $ 3,771 $ (45,169) Adjusted Net Loss The following table presents a reconciliation of Adjusted Net Loss to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated (in thousands): Year Ended December 31, 2024 2023 2022 Net Loss $ (189,304) $ (134,702) $ (465,264) Plus: Stock-based compensation expense 40,367 40,980 44,686 Foreign currency loss (gain) 1,269 (3,304) 6,376 Acquisition, integration and divestiture costs (benefits) 161 (6,313) (2,874) Amortization of acquired intangibles 9,810 13,589 25,019 Change in contingent consideration 210 1,246 (128,174) Impairment of goodwill and intangible assets 131,595 70,518 453,288 Gain on debt extinguishment (13,017) — — Loss on divestiture — 6,550 — Restructuring and reduction of force — — 8,139 Income tax benefit — — (1,446) Adjusted Net Loss $ (18,909) $ (11,436) $ (60,250) Weighted-average number of shares of common stock used in computing Adjusted net loss per share: Weighted-average common shares outstanding, diluted 48,361 36,488 33,419 Adjusted Net Loss per share, diluted $ (0.39) $ (0.31) $ (1.80) 45 Free Cash Flow The following is a reconciliation of free cash flow to the most comparable GAAP measure, net cash used in operating activities (in thousands): Year Ended December 31, 2024 2023 2022 Net cash used in operating activities $ (8,824) $ (185) $ (53,904) Plus: Acquisition of property and equipment (1,562) (667) (1,171) Acquisition of patents — — (175) Capitalized software development costs (17,736) (11,725) (12,140) Free Cash Flow $ (28,122) $ (12,577) $ (67,390) Components of Results of Operations Revenue We sell our Cardlytics platform solution by entering into agreements directly with marketers or their marketing agencies, generally through the execution of insertion orders.
Biggest changeBillings decreased by $9.6 million during 2024 compared to 2023, primarily driven by a $55.3 million decrease in sales to existing marketers, partially offset by an increase of $45.7 million in sales to new marketers. 46 The following table presents a reconciliation of Billings to Revenue, the most directly comparable GAAP measure, for each of the periods indicated: Year Ended December 31, in thousands 2025 2024 2023 Consolidated Revenue $ 233,273 $ 278,298 $ 309,204 Plus: Consumer Incentives 151,685 165,542 144,222 Billings $ 384,958 $ 443,840 $ 453,426 Cardlytics platform Revenue $ 212,326 $ 255,615 $ 285,425 Plus: Consumer Incentives 151,685 165,542 144,222 Billings $ 364,011 $ 421,157 $ 429,647 Bridg platform Revenue $ 20,947 $ 22,683 $ 23,779 Plus: Consumer Incentives — — — Billings $ 20,947 $ 22,683 $ 23,779 Adjusted Contribution The following table presents a reconciliation of Adjusted Contribution to Gross Profit, the most directly comparable GAAP measure, for each of the periods indicated: Year Ended December 31, in thousands 2025 2024 2023 Revenue $ 233,273 $ 278,298 $ 309,204 Minus: Partner Share and other third-party costs 102,949 127,761 150,578 Delivery costs (1) 25,711 29,643 28,248 Gross Profit 104,613 120,894 130,378 Plus: Delivery costs (1) 25,711 29,643 28,248 Adjusted Contribution $ 130,324 $ 150,537 $ 158,626 (1) Stock-based compensation expense recognized in delivery costs totaled $1.7 million, $2.7 million and $2.4 million during 2025, 2024 and 2023, respectively. 47 Adjusted EBITDA The following table presents a reconciliation of Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated: Year Ended December 31, in thousands 2025 2024 2023 Net Loss $ (103,488) $ (189,304) $ (134,702) Plus: Interest expense, net 7,919 5,553 2,336 Depreciation and amortization 25,244 25,689 26,460 Stock-based compensation expense 28,129 40,367 40,980 Acquisition, integration and divestiture costs (benefits) 561 161 (6,313) Change in contingent consideration 102 210 1,246 Foreign currency (gain)/loss (6,247) 1,269 (3,304) Impairment of goodwill and intangible assets 58,843 131,595 70,518 Gain on debt extinguishment — (13,017) — (Gain)/loss on divestiture (4,831) — 6,550 Restructuring and reduction of force 3,825 — — Adjusted EBITDA $ 10,057 $ 2,523 $ 3,771 Adjusted Net Loss The following table presents a reconciliation of Adjusted Net Loss to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated: Year Ended December 31, in thousands 2025 2024 2023 Net Loss $ (103,488) $ (189,304) $ (134,702) Plus: Stock-based compensation expense 28,129 40,367 40,980 Foreign currency (gain)/loss (6,247) 1,269 (3,304) Acquisition, integration and divestiture costs (benefits) 561 161 (6,313) Amortization of acquired intangibles 5,818 9,810 (13,589) Change in contingent consideration 102 210 1,246 Impairment of goodwill and intangible assets 58,843 131,595 70,518 Gain on debt extinguishment — (13,017) — (Gain)/loss on divestiture (4,831) — 6,550 Restructuring and reduction of force 3,825 — 8,139 Income tax benefit — — (1,446) Adjusted Net Loss $ (17,288) $ (18,909) $ (31,921) Weighted-average number of shares of common stock used in computing Adjusted net loss per share: Weighted-average common shares outstanding, diluted 53,114 48,361 36,488 Adjusted Net Loss per share, diluted $ (0.33) $ (0.39) $ (0.87) 48 Free Cash Flow The following is a reconciliation of Free Cash Flow to the most comparable GAAP measure, Net cash provided by/(used in) operating activities: Year Ended December 31, in thousands 2025 2024 2023 Net cash provided by/(used in) operating activities $ 9,290 $ (8,824) $ (185) Plus: Acquisition of property and equipment (480) (1,562) (667) Capitalized software development costs (15,302) (17,736) (11,725) Free Cash Flow $ (6,492) $ (28,122) $ (12,577) Components of Results of Operations Revenue We sell our Cardlytics platform solution by entering into agreements directly with marketers or their marketing agencies, generally through the execution of insertion orders.
We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, gain on debt extinguishment, impairment of goodwill and intangible assets and foreign currency loss (gain) are non-cash impacting.
We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, gain on debt extinguishment, impairment of goodwill and intangible assets and foreign currency (gain)/loss are non-cash impacting.
Adjusted Net Loss We define Adjusted Net Loss as our Net Loss before stock-based compensation expense; foreign currency loss (gain); acquisition, integration and divestiture costs (benefits); amortization of acquired intangibles; change in contingent consideration; impairment of goodwill and intangible assets; gain on debt extinguishment; loss on divestiture; restructuring and reduction of force; and income tax benefit, in applicable periods, certain other income and expense items.
Adjusted Net Loss We define Adjusted Net Loss as our Net Loss before stock-based compensation expense; foreign currency (gain)/loss; acquisition, integration and divestiture costs (benefits); amortization of acquired intangibles; change in contingent consideration; impairment of goodwill and intangible assets; gain on debt extinguishment; (gain)/loss on divestiture; restructuring and reduction of force; and income tax benefit, and in applicable periods, certain other income and expense items.
Partner Share costs are included in Partner Share and other third-party costs in our consolidated statements of operations, rather than as a reduction of Revenue, because we and not our partners act as the principal in our arrangements with advertisers. We run campaigns offering compelling Consumer Incentives to drive an expected rate of return on advertising spend for marketers.
Partner Share costs are included in Partner Share and other third-party costs in our consolidated statements of operations, rather than as a reduction of Revenue, because we and not our partners act as the principal in our arrangements with advertisers. 42 We run campaigns offering compelling Consumer Incentives to drive an expected rate of return on advertising spend for marketers.
Financing Activities Our cash flows used in financing activities have primarily been composed of contingent consideration payments to Bridg, repurchasing shares of our common stock, offset by borrowings and repayments under our debt facilities, proceeds from the issuance of common stock and payments for costs related to debt issuances and equity offerings.
Financing Activities Our cash flows (used in)/provided by financing activities have primarily been composed of contingent consideration payments to Bridg, repurchasing shares of our common stock, offset by borrowings and repayments under our debt facilities, proceeds from the issuance of common stock and payments for costs related to debt issuances and equity offerings.
All of our obligations under the 2018 Loan Facility are secured by a first priority lien on substantially all of our assets. The 2018 Loan Facility does not include any prepayment penalties. In April 2024, we repaid in full $30.0 million of the principal balance of the 2018 Line of Credit.
All of our obligations under the 2018 Loan Facility are secured by a first priority lien on substantially all of our assets. The 2018 Loan Facility does not include any prepayment penalties. 58 In April 2024, we repaid in full $30.0 million of the principal balance of the 2018 Line of Credit.
Refer to Note 15—Segments to our consolidated financial statements for further details on our Adjusted Contribution by segment. 42 Adjusted EBITDA Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense; foreign currency loss (gain); gain on debt extinguishment; acquisition, integration and divestiture costs (benefits); change in contingent consideration; impairment of goodwill and intangible assets, loss on divestiture; restructuring and reduction of force; income tax benefit and, in applicable periods, certain other income and expense items, such as deferred implementation costs.
Refer to Note 15—Segments to our consolidated financial statements for further details on our Adjusted Contribution by segment. 45 Adjusted EBITDA Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense; foreign currency (gain)/loss; gain on debt extinguishment; acquisition, integration and divestiture costs (benefits); change in contingent consideration; impairment of goodwill and intangible assets, (gain)/loss on divestiture; restructuring and reduction of force; income tax benefit and, in applicable periods, certain other income and expense items, such as deferred implementation costs.
Over time, we expect our business to generate positive operating cash flows. Given the seasonal nature of our marketer's advertising spending and our continued investment in our business, we may experience periods of negative operating cash flows from operations.
Over time, 59 we expect our business to generate positive operating cash flows. Given the seasonal nature of our marketer's advertising spending and our continued investment in our business, we may experience periods of negative operating cash flows from operations.
On March 18, 2024, we sold 3,907,600 shares of our common stock at a weighted average price per share of $12.80 , for aggregate net proceeds of $48.3 million after deducting commissions and estimated offering expenses payable by us, pursuant to the Equity Distribution Agreement and completed the ATM Offering Program. 2024 Convertible Senior Notes On April 1, 2024, we issued $172.5 million in principal amount of our 4.25% Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes" and together with the 2020 Convertible Senior Notes, the "Notes") in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of 2024 Convertible Senior Notes.
On March 18, 2024, we sold 3,907,600 shares of our common stock at a weighted average price per share of $12.80 , for aggregate net proceeds of $48.3 million after deducting commissions and estimated offering expenses payable by us, pursuant to the Equity Distribution Agreement and completed the ATM Offering Program. 2024 Convertible Senior Notes On April 1, 2024, we issued $172.5 million in principal amount of our 4.25% Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes") in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of 2024 Convertible Senior Notes.
The impairment analysis involves determining whether the estimated fair value of each intangible asset exceeds its carrying amount. Our estimation of the fair value of definite lived intangible assets include the use of discounted cash flow analyses, which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows and discount rates.
The impairment analysis involves determining whether the estimated fair value of each intangible asset exceeds its carrying amount. Our estimation of the fair value of definite lived intangible assets includes the use of discounted cash flow analyses, which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows and discount rates.
Over time, we expect delivery costs will decline as a percentage of Revenue. 46 Sales and Marketing Expense Sales and marketing expense consists primarily of personnel costs of our sales, account management, marketing and analytics teams, including salaries, benefits, bonuses, commissions, stock-based compensation and payroll taxes.
Over time, we expect delivery costs will decline as a percentage of Revenue. 49 Sales and Marketing Expense Sales and marketing expense consists primarily of personnel costs of our sales, account management, marketing and analytics teams, including salaries, benefits, bonuses, commissions, stock-based compensation and payroll taxes.
We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted. Free Cash Flow We define Free Cash Flow as net cash used in operating activities, plus acquisition of property and equipment, capitalized software development costs and acquisition of patents.
We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted. Free Cash Flow We define Free Cash Flow as net cash provided by/(used in) operating activities, plus acquisition of property and equipment and capitalized software development costs.
For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
The intangible assets are evaluated whenever events or changes in circumstances indicated that we should estimate the fair value of our individual long-lived assets to determine if any impairment charges were present.
The intangible assets are evaluated whenever events or changes in circumstances indicate that we should estimate the fair value of our individual long-lived assets to determine if any impairment charges were present.
Our estimation of the fair value of definite lived intangible assets include the use of discounted cash flow analyses which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows, and discount rates.
Our estimation of the fair value of definite lived intangible assets includes the use of discounted cash flow analyses which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows, and discount rates.
On February 9, 2024, we amended our 2018 Loan Facility to increase the ability to borrow up to 75% of the amount of our eligible accounts receivable, adjusted the required minimum level of Adjusted EBITDA and increased the interest rate to the prime rate plus 0.25%.
In February 2024, we amended our 2018 Loan Facility to increase the ability to borrow up to 75% of the amount of our eligible accounts receivable, adjusted the required minimum level of Adjusted EBITDA and increased the interest rate to the prime rate plus 0.25%.
For a discussion of the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2022.
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2024.
On November 29, 2022, we amended our 2018 Loan Facility to modify the eligible account receivable to exclude U.K. accounts, reduce the ability to borrow up to 85% of the amount of our eligible accounts receivable to 50% and adjusted the required minimum level of Adjusted Contribution.
In November 2022, we amended our 2018 Loan Facility to modify the eligible account receivable to exclude U.K. accounts, reduce the ability to borrow up to 85% of the amount of our eligible accounts receivable to 50% and adjusted the required minimum level of Adjusted Contribution.
As of December 31, 2024, our money market account and our U.S. Treasury Bills had earned approximately 4.3% and 4.5% annual rate of interest, respectively. As of December 31, 2024, we had $4.1 million in cash and cash equivalents in the U.K.
As of December 31, 2025, our money market account and our U.S. Treasury Bills had earned approximately 4.1% and 4.3% annual rate of interest, respectively. As of December 31, 2025, we had $5.0 million in cash and cash equivalents in the U.K.
Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2024 Convertible Senior Notes.
Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2020 Convertible Senior Notes.
On May 3, 2023, we amended our 2018 Loan Facility to modify the covenants related to the maximum amount of cash we are allowed to pay for the First Anniversary Payment Amount and Second Anniversary Payment Amount under the Merger Agreement.
In May 2023, we amended our 2018 Loan Facility to modify the covenants related to the maximum amount of cash we are allowed to pay for the First Anniversary Payment Amount and Second Anniversary Payment Amount under the Merger Agreement.
On February 16, 2023, we amended our 2018 Loan Facility to remove and replace the former Adjusted Contribution covenant with a requirement to maintain a minimum level of Adjusted EBITDA.
In February 2023, we amended our 2018 Loan Facility to remove and replace the former Adjusted Contribution covenant with a requirement to maintain a minimum level of Adjusted EBITDA.
While our investment in our operations in the U.K. is not considered indefinitely invested, we do not have any current plans to repatriate these funds. Through December 31, 2024, we have incurred accumulated net losses of $1,300.6 million since inception, including net losses of $189.3 million, $134.7 million and $465.3 million during 2024, 2023 and 2022, respectively.
While our investment in our operations in the U.K. is not considered indefinitely invested, we do not have any current plans to repatriate these funds. Through December 31, 2025, we have incurred accumulated net losses of $1,404.1 million since inception, including net losses of $103.5 million, $189.3 million and $134.7 million during 2025, 2024 and 2023, respectively.
Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant d ecrease in expected cash flows. 47 Loss on divestiture Loss on divestiture of businesses consists of loss on the sale of a business during the year ended December 31, 2023.
Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant d ecrease in expected cash flows. 50 (Gain) Loss on Divestiture (Gain) Loss on divestiture of businesses consists of a gain on the dissolution of a business during the year ended December 31, 2025.
The change in our net operating assets and liabilities was primarily due to a $7.7 million increase in accounts receivable and contract assets, a $7.5 million decrease in other accrued expenses, and a $1.4 million decrease in our Consumer Incentive liability, partially offset by a $2.5 million decrease in prepaid expense and other assets and a $0.4 million increase in Partner Share liability.
The change in our net operating assets and liabilities was primarily due to a $20.6 million decrease in accounts receivable and contract assets and $1.8 million decrease in prepaid expense, partially offset by an $8.2 million decrease in Partner Share, $8.0 million decrease in our Consumer Incentive liability and $0.7 million decrease in other accrued expenses.
Refer to Note 5—Goodwill and Acquired Intangibles to our consolidated financial statements for additional information regarding the goodwill impairment.
Refer to Note 5—Goodwill and Acquired Intangibles to our consolidated financial statements for additional information.
The non-cash charges primarily related to stock-based compensation expense, depreciation and amortization expense (including the amortization of acquired intangible assets) impairment of goodwill and intangible assets, amortization of right-of-use assets, changes in the fair value of our contingent consideration, and credit loss expense.
The non-cash charges primarily related to credit loss expense, depreciation and amortization expense (including the amortization of acquired intangible assets), stock-based compensation expense, impairment of goodwill and intangible assets, amortization of right-of-use assets, changes in contingent consideration, gain/(loss) on divestiture and gain on debt extinguishment.
We continue to closely monitor developments related to global events and macroeconomic conditions. Changes in market conditions, laws and regulations, and key assumptions made in future quantitative assessments, including forecasted revenues and expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an additional impairment charge.
Changes in market conditions, laws and regulations, and key assumptions made in future quantitative assessments, including forecasted revenues and expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an additional impairment charge.
The following table shows a summary of our cash flows for the periods presented (in thousands): Year Ended December 31, 2024 2023 Cash, cash equivalents and restricted cash at beginning of period $ 91,830 $ 121,985 Net cash used in operating activities (8,824) (185) Net cash used in investing activities (18,746) (10,062) Net cash provided by (used in) financing activities 1,444 (20,026) Effect of exchange rates on cash, cash equivalents and restricted cash (110) 118 Cash, cash equivalents and restricted cash at end of period $ 65,594 $ 91,830 Operating Activities Historically, we have experienced negative operating cash flows, which reflects our investments to grow our business.
The following table shows a summary of our cash flows for the periods presented: Year Ended December 31, in thousands 2025 2024 Cash, cash equivalents and restricted cash at beginning of period $ 65,594 $ 91,830 Net cash provided by (used in) operating activities 9,290 (8,824) Net cash used in investing activities (15,302) (18,746) Net cash (used in) provided by financing activities (11,122) 1,444 Effect of exchange rates on cash, cash equivalents and restricted cash 259 (110) Cash, cash equivalents and restricted cash at end of period $ 48,719 $ 65,594 Operating Activities Historically, we have experienced negative operating cash flows, which reflects our investments to grow our business.
Financing activities provided $1.4 million in cash in 2024, which consisted of aggregated net proceeds of $166.8 million from issuance of our 2024 Convertible Senior Notes offering ($172.5 million gross proceeds from the issuance of the 2024 Convertible Senior Notes offset by $5.6 million in debt issuance costs) and $48.6 million proceeds from the issuance of common stock, partially offset by $199.3 million principal payment of debt ($169.3 million related to the repurchase of 2020 Convertible Senior Notes and $30.0 million related to pay down of the 2018 Line of Credit) and $14.2 million paid in cash related to the settlement agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credit.
Financing activities used $11.1 million in cash in 2025, which consisted of $62.0 million principal payment of debt ($46.1 million aggregate principal payment amount related to the 2020 Convertible Senior Notes and $10.9 million pay down of our 2018 Loan facility) and $5.0 million paid in cash related to the settlement agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credit, partially offset by proceeds from issuance of debt of $56.0 million related to our draw down on our 2018 Loan Facility Financing activities provided $1.4 million in cash in 2024, which consisted of aggregated net proceeds of $166.8 million from issuance of our 2024 Convertible Senior Notes offering ($172.5 million gross proceeds from the issuance of the 2024 Convertible Senior Notes offset by $5.6 million in debt issuance costs) and $48.6 million proceeds from the issuance of common stock, partially offset by $199.3 million principal payment of debt ($169.3 million related to the repurchase of 2020 Convertible Senior Notes and $30.0 million related to pay down of the 2018 Line of Credit) and $14.2 million paid in cash related to the settlement agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credit. 60 Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP.
Cardlytics MAUs increased by 7.6 million during 2023 compared to 2022, primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and a new FI Partner in the U.K.
Cardlytics MQUs increased by 3.2 million during 2024 compared to 2023, primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and a new FI Partner in the U.K.
Gain on Debt Extinguishment Year Ended December 31, Change in thousands 2024 2023 $ % Gain on debt extinguishment $ 13,017 $ — $ 13,017 n/a % of Revenue 5 % — % Gain on debt extinguishment was $13.0 million during 2024 compared to zero during 2023, due to the aggregated payment towards the 2020 Convertible Senior Notes in April 2024.
Gain on Debt Extinguishment Year Ended December 31, Change in thousands 2025 2024 $ % Gain on debt extinguishment $ — $ 13,017 $ (13,017) n/a % of Revenue — % 5 % During 2024, we realized a Gain on debt extinguishment of $13.0 million due to the partial payment of the 2020 Convertible Senior Notes in April 2024.
We performed our annual goodwill impairment test in the fourth quarter of 2024 and concluded that there was no impairment associated with the Cardlytics platform in the U.S. As of December 31, 2024, there was no remaining goodwill associated with the Bridg platform.
We performed our annual goodwill impairment test in the fourth quarter of 2025 and concluded that there was no additional impairment associated with the Cardlytics platform in the U.S.
We performed our annual impairment test as of October 1, 2023 and determined that the carrying value of the Bridg platform exceeded its fair value, and accordingly, we recognized goodwill impairment of $70.5 million.
We performed our annual impairment test as of October 1, 2023 and determined that the carrying value of the Bridg platform, which is comprised entirely of an acquired business exceeded its fair value, and we recognized a goodwill impairment of $70.5 million.
Significant judgement includes deciding if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, and evaluating the current stage of the project’s development.
Significant judgment includes deciding if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, evaluating the current stage of the project’s development and assessing whether capitalized costs are impaired and, if so, the amount of any impairment.
General and administrative expense excluding stock-based compensation decreased by $5.5 million during 2024 compared to 2023 , primarily due to a $4.0 million decrease in software licenses and data storage related to our transition to the cloud and the divestiture of Entertainment, a $3.8 million decrease in professional fees, a $1.2 million decrease in staff expenses and a $1.2 million decrease in lease expenses, partially offset by a $4.3 million increase in bad debt and a $0.4 million increase in travel and entertainment expense.
General and administrative expense excluding stock-based compensation and reduction in force decreased by $8.4 million during 2025 compared to 2024 , primarily due to a decrease of $4.0 million in bad debt, $1.4 million in professional fees, $1.0 million in software licenses and data storage, $0.8 million in staff expenses, $0.7 million in travel and entertainment expense, $0.3 million in lease expenses and 54 $0.2 million in administrative expenses.
We also confirmed the extension of the maturity date of the loan to April 29, 2025 based on our positive Adjusted EBITDA result. 55 The 2018 Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that prohibit mergers, acquisitions, dispositions of assets, incurrence of indebtedness, encumbrances on our assets and the payment or declaration of dividends, in each case subject to specified exceptions.
The 2018 Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that prohibit mergers, acquisitions, dispositions of assets, incurrence of indebtedness, encumbrances on our assets and the payment or declaration of dividends, in each case subject to specified exceptions.
Investing Activities Our cash flows used in investing activities are primarily driven by our investments in, and purchases of, property and equipment and costs to develop internal-use software.
Investing Activities Our cash flows used in investing activities are primarily driven by our investments in, and purchases of, property and equipment and costs to develop internal-use software. We expect that we will continue to use cash for investing activities as we continue to invest in and grow our business.
Our operating cash flows also vary from quarter to quarter due to the seasonal nature of our marketers’ advertising spending. Many marketers tend to devote a significant portion of their marketing budgets to the fourth quarter of the calendar year to coincide with consumer holiday spending and reduce marketing spend in the first quarter of the calendar year.
Many marketers tend to devote a significant portion of their marketing budgets to the fourth quarter of the calendar year to coincide with consumer holiday spending and reduce marketing spend in the first quarter of the calendar year.
We then calculate a monthly average of these MAUs for the periods presented. We believe that MAUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the marketing base that we offer to marketers. We report only the total number of unique targetable customers within each FI.
We then calculate a monthly average of these MQUs for the periods presented. We believe that the number of MQUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers.
Research and development expenses excluding stock-based compensation decreased by $0.3 million during 2024 compared to 2023, primarily due to a $0.8 million decrease in professional fees, a $0.3 million decrease in administrative expenses, and a $0.2 million decrease in staff expenses partially offset by a $1.0 million increase in data storage and data center expense.
Research and development expenses excluding stock-based compensation and reduction in force decreased by $7.0 million during 2025 compared to 2024, primarily due to a decrease of $4.8 million in staff expenses, $1.3 million in data storage and data center expense, $0.8 million in desktop software licenses and $0.1 million in professional fees.
Results of Non-GAAP Measures Billings Year Ended December 31, Change Year Ended December 31, Change in thousands 2024 2023 $ % 2023 2022 $ % Billings $ 443,840 $ 453,426 (9,586) (2) $ 453,426 $ 442,477 10,949 2 Billings decreased by $9.6 million during 2024 compared to 2023, primarily driven by an increase of $45.7 million in sales to new marketers, offset by a $55.3 million net decrease in sales to existing marketers.
Results of Non-GAAP Measures Billings Year Ended December 31, Change Year Ended December 31, Change in thousands 2025 2024 $ % 2024 2023 $ % Billings $ 384,958 $ 443,840 (58,882) (13) $ 443,840 $ 453,426 (9,586) (2) Billings decreased by $58.9 million during 2025 compared to 2024, primarily driven by a $98.8 million net decrease in sales to existing marketers, partially offset by an increase of $39.9 million in sales to new marketers.
Delivery costs excluding stock-based compensation increased by $1.1 million during 2024 compared to 2023 , driven by a $2.3 million increase in data storage, partially offset by $0.5 million reduction in desktop software licenses, a $0.5 million reduction in data center expenses, and a $0.2 million reduction in staff expense.
Delivery costs excluding stock-based compensation and reduction in force decreased by $3.6 million during 2025 compared to 2024 , driven by a decrease of $3.2 million in staff expense, $0.2 million in data storage and data center expense , $0.2 million in desktop software licenses.
Any lag between the timing of our payments to FI partners and our receipt of payment from marketers and their agencies can exacerbate our need for working capital during the first quarter of the calendar year. 56 Historical Cash Flows In this section, we discuss the activity of our cash flows for the year ended December 31, 2024 and the year ended December 31, 2023.
Any lag between the timing of our payments to FI partners and our receipt of payment from marketers and their agencies can exacerbate our need for working capital during the first quarter of the calendar year.
We used $169.3 million, consisting of the net proceeds from the offering, together with cash on hand, to repurchase for cash $183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes, together with accrued and unpaid interest, in privately negotiated transactions below par and entered into concurrently with the pricing of the offering through one of the initial purchasers or one of its affiliates, as our agents. 2018 Loan Facility On May 21, 2018, we entered into a Loan and Security Agreement with Banc of California, N.A.
We used $169.3 million, consisting of the net proceeds from the offering, together with cash on hand, to repurchase for cash $183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes, together with accrued and unpaid interest, in privately negotiated transactions below par and entered into concurrently with the pricing of the offering through one of the initial purchasers or one of its affiliates, as our agents. 2018 Loan Facility In April 2022, we amended our loan facility with Pacific Western Bank (the "2018 Loan Facility") to increase the capacity of our asset-backed revolving line of credit (the "2018 Line of Credit") from $50.0 million to $60.0 million with an option to increase to $75.0 million upon syndication.
During 2023, we recognized $70.5 million of impairment of goodwill and intangible assets related to the Bridg platform. The impairment of goodwill and intangible assets resulted from a continued slowdown in the economy, decreased consumer spend, and a sustained decline in our stock price.
During 2024, we recognized an impairment of $117.8 million on goodwill related to the Bridg platform and an impairment of $13.7 million on the developed technology intangible asset associated with the Bridg asset group. The impairment of goodwill and intangible assets resulted from a continued slowdown in the economy, decreased consumer spend, and a sustained decline in our stock price.
These are primarily non-cash and are associated with debt payment transactions which are non-recurring. 48 Results of Operations The following table sets forth our consolidated statements of operations (in thousands): Year Ended December 31, 2024 2023 2022 Revenue $ 278,298 $ 309,204 $ 298,542 Costs and expenses: Partner Share and other third-party costs 127,761 150,578 155,507 Delivery costs 29,643 28,248 30,403 Sales and marketing expense 52,649 57,425 74,745 Research and development expense 49,607 51,352 54,435 General and administrative expense 56,482 58,810 81,446 Acquisition, integration and divestiture costs (benefits) 161 (6,313) (2,874) Change in contingent consideration 210 1,246 (128,174) Impairment of goodwill and intangible assets 131,595 70,518 453,288 Loss on divestiture — 6,550 — Depreciation and amortization expense 25,689 26,460 37,544 Total costs and expenses 473,797 444,874 756,320 Operating loss (195,499) (135,670) (457,778) Other income (expense): Interest expense, net (5,553) (2,336) (2,556) Foreign currency (loss) gain (1,269) 3,304 (6,376) Gain on debt extinguishment 13,017 — — Total other income (expense) 6,195 968 (8,932) Loss before income taxes (189,304) (134,702) (466,710) Income tax benefit — — 1,446 Net Loss (189,304) (134,702) (465,264) Net loss per share, basic and diluted $ (3.91) $ (3.69) $ (13.92) Weighted-average common shares outstanding, basic and diluted 48,361 36,488 33,419 Comparison of Years Ended December 31, 2024 and 2023 In this section, we discuss the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Following the closing, we expect revenue, cost of revenue, and operating expenses associated with the Bridg platform to be excluded from our ongoing results of operations, and certain components may change as a result. 51 Results of Operations The following table sets forth our consolidated statements of operations: Year Ended December 31, in thousands 2025 2024 2023 Revenue $ 233,273 $ 278,298 $ 309,204 Costs and expenses: Partner Share and other third-party costs 102,949 127,761 150,578 Delivery costs 25,711 29,643 28,248 Sales and marketing expense 39,478 52,649 57,425 Research and development expense 39,765 49,607 51,352 General and administrative expense 47,267 56,482 58,810 Acquisition, integration and divestiture costs (benefits) 561 161 (6,313) Change in contingent consideration 102 210 1,246 Impairment of goodwill and intangible assets 58,843 131,595 70,518 (Gain)/Loss on divestiture (4,831) — 6,550 Depreciation and amortization expense 25,244 25,689 26,460 Total costs and expenses 335,089 473,797 444,874 Operating loss (101,816) (195,499) (135,670) Other (expense) income: Interest expense, net (7,919) (5,553) (2,336) Foreign currency gain/(loss) 6,247 (1,269) 3,304 Gain on debt extinguishment — 13,017 — Total other (expense) income (1,672) 6,195 968 Loss before income taxes (103,488) (189,304) (134,702) Income tax benefit — — — Net Loss (103,488) (189,304) (134,702) Net loss per share, basic and diluted $ (1.95) $ (3.91) $ (3.69) Weighted-average common shares outstanding, basic and diluted 53,114 48,361 36,488 Comparison of Years Ended December 31, 2025 and 2024 In this section, we discuss the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Refer to Note 4—Business Combinations to our consolidated financial statements for additional information regarding these acquisitions.
Refer to Note 4—Business Combinations and Divestitures to our consolidated financial statements for additional information regarding the Gain on divestiture.
As a result, timing of cash receipts from our marketers can significantly impact our operating cash flows for any period. Further, the timing of payment of commitments and implementation fees to our FI partners may also result in variability of our operating cash flows for any period.
Further, the timing of payment of commitments and implementation fees to our FI partners may also result in variability of our operating cash flows for any period. Our operating cash flows also vary from quarter to quarter due to the seasonal nature of our marketers’ advertising spending.
Gain on Debt Extinguishment Gain on debt extinguishment is associated with debt extinguishment including the write off of the unamortized debt issuance costs.
Gain on Debt Extinguishment Gain on debt extinguishment is associated with debt extinguishment including the write off of the unamortized debt issuance costs. These are primarily non-cash and are associated with debt payment transactions which are non-recurring.
We are generally obligated to pay Consumer Incentives between one and four months following redemption, regardless of whether we have collected payment from a marketer or its agency. We are generally obligated to pay our FI partners' Partner Share by the end of the month following our collection of payment from the applicable marketer or its agency.
Uses of Funds Our collection cycles can vary from period to period based on the payment practices of our marketers and their agencies. We are generally obligated to pay Consumer Incentives between one and four months following redemption, regardless of whether we have collected payment from a marketer or its agency.
Operating activities used $0.2 million of cash in 2023, which reflected our net loss of $134.7 million, $148.0 million of which were non-cash charges, and a $13.5 million change in our net operating assets and liabilities.
Operating activities provided $9.3 million of cash in 2025, which reflected our net loss of $103.5 million, $107.1 million of which were non-cash charges, and a $5.7 million change in our net operating assets and liabilities.
Our investing cash outflows during these periods primarily consisted of funds used for the purchases of technology hardware and costs to develop internal-use software. Additionally, in 2024 and 2023, we had cash inflows of $0.6 million and $2.3 million, respectively, related to proceeds from divestitures, net of cash divested.
Investing activities used cash totaling $15.3 million and $18.7 million in 2025 and 2024, respectively. Our investing cash outflows during these periods primarily consisted of funds used for the purchases of technology hardware and costs to develop internal-use software.
Year Ended December 31, Change Year Ended December 31, Change in thousands 2024 2023 # % 2023 2022 # % Cardlytics MAUs 166,943 162,148 4,795 3 162,148 154,550 7,598 5 Cardlytics MAUs increased by 4.8 million during 2024 compared to 2023, primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and a new FI Partner in the U.K.
Year Ended December 31, Change Year Ended December 31, Change in thousands 2025 2024 # % 2024 2023 # % Cardlytics MQUs 224,159 190,482 33,677 18 190,482 187,234 3,248 2 Cardlytics MQUs increased by 33.7 million during 2025 compared to 2024, primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and a new FI Partner in the U.K.
Cardlytics ARPU decreased by $0.02 during 2023 compared to 2022 as a result of a $0.3 million increase in Consumer Incentives due to changes to our targeting and ranking system that led to higher engagement. 41 Non-GAAP Metrics Year Ended December 31, in thousands 2024 2023 2022 Revenue $ 278,298 $ 309,204 $ 298,542 Billings $ 443,840 $ 453,426 $ 442,477 Gross Profit $ 120,894 $ 130,378 $ 112,632 Adjusted Contribution $ 150,537 $ 158,626 $ 143,035 Net Loss $ (189,304) $ (134,702) $ (465,264) Adjusted EBITDA $ 2,523 $ 3,771 $ (45,169) Adjusted Net Loss $ (18,909) $ (11,436) $ (60,250) Net cash used in operating activities $ (8,824) $ (185) $ (53,904) Free Cash Flow $ (28,122) $ (12,577) $ (67,390) Definitions of Non-GAAP Measures Billings Billings represents the gross amount billed to customers and marketers for services in order to generate revenue.
Cardlytics ACPU decreased by $0.05 during 2024 compared to 2023 primarily as a result of lower billings and the ramp up of our newest FI Partner. 44 Non-GAAP Metrics Year Ended December 31, in thousands 2025 2024 2023 Revenue $ 233,273 $ 278,298 $ 309,204 Billings $ 384,958 $ 443,840 $ 453,426 Gross Profit $ 104,613 $ 120,894 $ 130,378 Adjusted Contribution $ 130,324 $ 150,537 $ 158,626 Net Loss $ (103,488) $ (189,304) $ (134,702) Adjusted EBITDA $ 10,057 $ 2,523 $ 3,771 Adjusted Net Loss $ (17,288) $ (18,909) $ (31,921) Net cash provided by/(used in) operating activities $ 9,290 $ (8,824) $ (185) Free Cash Flow $ (6,492) $ (28,122) $ (12,577) Definitions of Non-GAAP Measures Billings Billings represents the gross amount billed to customers and marketers for services in order to generate revenue.
General and Administrative Expense Year Ended December 31, Change in thousands 2024 2023 $ % General and administrative expense excluding stock-based compensation expense $ 43,769 $ 49,273 $ (5,504) (11) % Plus: Stock-based compensation expense 12,713 9,537 3,176 33 Total general and administrative expense $ 56,482 $ 58,810 $ (2,328) (4) % % of Revenue 20 % 19 % Total general and administrative expenses decreased by $2.3 million during 2024 compared to 2023 .
General and Administrative Expense Year Ended December 31, Change in thousands 2025 2024 $ % General and administrative expense excluding stock-based compensation expense and reduction in force $ 35,362 $ 43,769 $ (8,407) (19) % Plus: Stock-based compensation expense 11,414 12,713 (1,299) (10) Reduction in force 491 — 491 n/a Total general and administrative expense $ 47,267 $ 56,482 $ (9,215) (16) % % of Revenue 20 % 20 % Total general and administrative expenses decreased by $9.2 million during 2025 compared to 2024 .
We, therefore, performed a quantitative impairment test as of September 30, 2024, and determined that the carrying value of the Bridg platform exceeded its fair value. As such, we recognized a goodwill impairment of $117.8 million for the Bridg platform.
As a result of our quantitative impairment test, we determined that the carrying value of the Cardlytics platform in the U.S. exceeded its fair value for the three months ended September 30, 2025 and that the carrying value of the Bridg platform exceeded its fair value for the three months ended September 30, 2024.
If the carrying value of the net assets associated with the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and the impairment will be determined as the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. 58 We assessed the triggering events criteria along with related conditions and developments as of September 30, 2024, and we concluded that we had a triggering event as a result of a sustained decline in our stock price during the three months ended September 30, 2024.
We assessed the triggering events criteria along with related conditions and developments as of September 30, 2025 and September 30, 2024, and we concluded that we had a triggering event as a result of a sustained decline in our stock price during the three months ended September 30, 2025 and 2024.
In September 2024, we entered into an amended and restated Loan and Security Agreement, which amended and restated the original Loan and Security Agreement to consolidate the original agreement and all subsequent amendments thereto into a single document. During the year ended December 31, 2024, we incurred $0.7 million of interest expense associated with the 2018 Loan Facility.
The amendment also established a reserve and included an extension of the maturity date of the loan to July 31, 2026. In September 2024, we entered into an amended and restated Loan and Security Agreement, which amended and restated the original Loan and Security Agreement to consolidate the original agreement and all subsequent amendments thereto into a single document.
Refer to Note 10—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense. 51 Acquisition, integration and divestiture benefits Year Ended December 31, Change in thousands 2024 2023 $ % Acquisition, integration and divestiture (benefits) $ 161 (6,313) $ 6,474 (103) % % of Revenue — % (2) % During 2024, we recognized a $0.1 million expense associated with the net working capital adjustment related to the divestiture of Entertainment.
During 2024, we recognized a $0.1 million expense associated with the net working capital adjustment related to the divestiture of Entertainment. Refer to Note 4—Business Combinations and Divestitures to our consolidated financial statements for additional information.
Delivery Costs Year Ended December 31, Change in thousands 2024 2023 $ % Delivery costs excluding stock-based compensation expense $ 26,963 $ 25,821 $ 1,142 4 % Plus: Stock-based compensation expense 2,680 2,427 253 10 Total delivery costs $ 29,643 $ 28,248 $ 1,395 5 % % of Revenue 11 % 9 % Total delivery costs increased by $1.4 million during 2024 compared to 2023 .
Delivery Costs Year Ended December 31, Change in thousands 2025 2024 $ % Delivery costs excluding stock-based compensation expense and reduction in force $ 23,322 $ 26,963 $ (3,641) (14) % Plus: Stock-based compensation expense 1,673 2,680 (1,007) (38) Reduction in force 716 — 716 n/a Total delivery costs $ 25,711 $ 29,643 $ (3,932) (13) % % of Revenue 11 % 11 % Total delivery costs decreased by $3.9 million during 2025 compared to 2024 .
Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2020 Convertible Senior Notes. 53 Liquidity and Capital Resources The following table summarizes our cash and cash equivalents, restricted cash, working capital, accounts receivable and contract assets, net and unused available borrowings (in thousands): December 31, 2024 2023 Cash and cash equivalents $ 65,594 $ 91,830 Working capital (1) 29,028 52,779 Accounts receivable and contract assets, net 103,252 120,622 Unused available borrowings (2) 60,000 16,688 (1) We define working capital as current assets less current liabilities.
Liquidity and Capital Resources The following table summarizes our cash and cash equivalents, working capital, accounts receivable and contract assets, net and unused available borrowings: December 31, in thousands 2025 2024 Cash and cash equivalents $ 48,719 $ 65,594 Working capital (1) 58,889 29,028 Accounts receivable and contract assets, net 82,669 103,252 Unused available borrowings (2) 8,458 16,688 (1) We define working capital as current assets less current liabilities.
Stock-based Compensation Expense The following table summarizes the allocation of stock-based compensation in the consolidated statements of operations (dollars in thousands): Year Ended December 31, Change 2024 2023 $ % Delivery costs $ 2,680 $ 2,427 $ 253 10 % Sales and marketing expense 10,017 12,624 (2,607) (21) Research and development expense 14,957 16,392 (1,435) (9) General and administrative expense 12,713 9,537 3,176 33 Total stock-based compensation expense $ 40,367 $ 40,980 $ (613) (1) % % of Revenue 15 % 13 % Stock-based compensation expense decreased by $0.6 million during 2024 compared to 2023.
Stock-based Compensation Expense The following table summarizes the allocation of stock-based compensation in the consolidated statements of operations: Year Ended December 31, Change in thousands 2025 2024 $ % Delivery costs $ 1,673 $ 2,680 $ (1,007) (38) % Sales and marketing expense 4,611 10,017 (5,406) (54) Research and development expense 10,431 14,957 (4,526) (30) General and administrative expense 11,414 12,713 (1,299) (10) Total stock-based compensation expense $ 28,129 $ 40,367 $ (12,238) (30) % % of Revenue 12 % 15 % Stock-based compensation expense decreased by $12.2 million during 2025 compared to 2024 primarily driven by higher forfeitures due to a reduction in headcount as a result of the reduction in force that occurred during 2025.
During 2024, 2023 and 2022, we capitalized development costs for improvements to our platforms, including our Ads Manager and Ad Server, totaling $22.9 million, $14.6 million and $12.8 million, respectively. Income Taxes Income taxes are accounted for using the asset and liability method.
During 2025, 2024 and 2023, we capitalized development costs for improvements to our platforms, including our Ads Manager and Ad Server, totaling $18.9 million, $22.9 million and $14.6 million, respectively. Recent Accounting Pronouncements Refer to Note 3—Accounting Standards to our consolidated financial statements for additional information.
Refer to Note 4—Business Combinations to our consolidated financial statements for additional disclosures related to our acquisitions and divestitures.
Additionally, in 2025 and 2024, we had cash inflows of $0.5 million and $0.6 million, respectively, related to proceeds from divestitures, net of cash divested. Refer to Note 4—Business Combinations and Divestitures to our consolidated financial statements for additional disclosures related to our acquisitions and divestitures.
Foreign Currency (Loss) Gain Year Ended December 31, Change in thousands 2024 2023 $ % Foreign currency (loss) gain $ (1,269) $ 3,304 $ (4,573) (138) % % of Revenue — % 1 % Foreign currency loss was $1.3 million during 2024 compared to a gain of $3.3 million during 2023, primarily due to the change in the value of the British pound relative to the U.S. dollar.
Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2024 Convertible Senior Notes, 2020 Convertible Senior Notes and our 2018 Line of Credit. 56 Foreign Currency Gain (Loss) Year Ended December 31, Change in thousands 2025 2024 $ % Foreign currency gain (loss) $ 6,247 $ (1,269) $ 7,516 (592) % % of Revenue 3 % 1 % Foreign currency gain was $6.2 million during 2025 compared to a loss of $1.3 million during 2024, primarily due to the change in the value of the British pound relative to the U.S. dollar.
Sales and Marketing Expense Year Ended December 31, Change in thousands 2024 2023 $ % Sales and marketing expense excluding stock-based compensation expense $ 42,632 $ 44,801 $ (2,169) (5) % Plus: Stock-based compensation expense 10,017 12,624 (2,607) (21) Total sales and marketing expense $ 52,649 $ 57,425 $ (4,776) (8) % % of Revenue 19 % 19 % Total sales and marketing expenses decreased by $4.8 million during 2024 compared to 2023.
Refer to Note 13—Commitments and Contingencies to our consolidated financial statements for further details. 53 Sales and Marketing Expense Year Ended December 31, Change in thousands 2025 2024 $ % Sales and marketing expense excluding stock-based compensation expense and reduction in force $ 33,922 $ 42,632 $ (8,710) (20) % Plus: Stock-based compensation expense 4,611 10,017 (5,406) (54) Reduction in force 945 — 945 n/a Total sales and marketing expense $ 39,478 $ 52,649 $ (13,171) (25) % % of Revenue 19 % 19 % Total sales and marketing expenses decreased by $13.2 million during 2025 compared to 2024.
During 2023 we realized a $1.2 million expense primarily due to the change in contingent consideration to the former Bridg shareholders. Refer to Note 12—Fair Value Measurements to our consolidated financial statements for additional information regarding the contingent consideration.
During 2024, we realized an expense of $0.2 million primarily due to the change in value of contingent consideration to the former Bridg shareholders.
Interest Expense, Net Year Ended December 31, Change in thousands 2024 2023 $ % Interest expense $ (8,901) $ (6,189) $ (2,712) 44 % Interest income 3,350 3,847 (497) (13) Interest expense, net $ (5,553) $ (2,336) $ (3,217) 138 % % of Revenue (2) % (1) % Interest expense, net increased by $3.2 million during 2024 compared to 2023 primarily due to an increase in our interest expense related to our 2024 Convertible Senior Notes, partially offset by repayment of our 2018 Line of Credit.
Interest Expense, Net Year Ended December 31, Change in thousands 2025 2024 $ % Interest expense $ (10,630) $ (8,901) $ (1,729) 19 % Interest income 2,711 3,350 (639) (19) Interest expense, net $ (7,919) $ (5,553) $ (2,366) 43 % % of Revenue (3) % (2) % Interest expense, net increased by $2.4 million during 2025 compared to 2024 due to an increase in our interest expense of $1.7 million and a decrease in our interest income of $0.6 million.
As of December 31, 2024, we had $60.0 million of unused available borrowings under our 2018 Line of Credit. We believe we are in compliance with all financial covenants as of December 31, 2024. Uses of Funds Our collection cycles can vary from period to period based on the payment practices of our marketers and their agencies.
During the years ended December 31, 2025 and 2024, we incurred $1.5 million and $0.7 million of interest expense, respectively, associated with the 2018 Loan Facility. As of December 31, 2025, we had $8.5 million of unused available borrowings under our 2018 Line of Credit. We believe we are in compliance with all financial covenants as of December 31, 2025.
Refer to Note 4—Business Combinations to our consolidated financial statements for additional information regarding the loss on divestiture. 52 Depreciation and Amortization Expense Year Ended December 31, Change in thousands 2024 2023 $ % Depreciation and amortization expense $ 25,689 $ 26,460 $ (771) (3) % % of Revenue 9 % 9 % Depreciation and amortization expense decreased by $0.8 million during 2024 compared to 2023, primarily due to a decrease in fixed assets.
Depreciation and Amortization Expense Year Ended December 31, Change in thousands 2025 2024 $ % Depreciation and amortization expense $ 25,244 $ 25,689 $ (445) (2) % % of Revenue 11 % 9 % Depreciation and amortization expense decreased by $0.4 million during 2025 compared to 2024, primarily due to a decrease in fixed assets and acquired intangible assets partially offset by an increase in capitalized software development.
Costs and Expenses Partner Share and Other Third-Party Costs Year Ended December 31, Change in thousands 2024 2023 $ % Total Partner Share and other third-party costs $ 127,761 $ 150,578 $ (22,817) (15) % % of Revenue 46 % 49 % Partner Share and other third-party costs decreased by $22.8 million during 2024 compared to 2023 , partially due to a decrease of $1.3 million from a Partner Share commitment shortfall accrual in 2023 that did not reoccur in 2024 .
Costs and Expenses Partner Share and Other Third-Party Costs Year Ended December 31, Change in thousands 2025 2024 $ % Total Partner Share and other third-party costs $ 102,949 $ 127,761 $ (24,812) (19) % % of Revenue 44 % 46 % Partner Share and other third-party costs decreased by $24.8 million during 2025 compared to 2024 , primarily driven by lower top line billings and changes in Partner mix.
We expect to incur additional operating losses as we continue our efforts to grow our business. We have historically financed our operations and capital expenditures through convertible note financings, private placements of our redeemable convertible preferred stock, public offerings of our common stock as well as lines of credit and term loans.
We have historically financed our operations and capital expenditures through convertible note financings, private placements of our redeemable convertible preferred stock, public offerings of our common stock as well as lines of credit and term loans. 57 Sources of Material Cash Requirements Other Commitments In January 2024, we renewed our cloud hosting arrangement guaranteeing an aggregated spend of $17.0 million each year over a 36-month period.
Sales and marketing expenses excluding stock-based compensation decreased by $2.2 million during 2024 compared to 2023 primarily due to a $2.2 million decrease in staff expenses, mostly related to the divestiture of entertainment in December 2023, a $0.3 million decrease in training, dues and subscriptions expenses, and a $0.3 million decrease in travel and entertainment, partially offset by a $0.5 million increase in marketing events and a $0.1 million increase in software licenses. 50 Research and Development Expense Year Ended December 31, Change in thousands 2024 2023 $ % Research and development expense excluding stock-based compensation expense $ 34,650 $ 34,960 $ (310) (1) % Plus: Stock-based compensation expense 14,957 16,392 (1,435) (9) Total research and development expense $ 49,607 $ 51,352 $ (1,745) (3) % % of Revenue 18 % 17 % Total research and development expenses decreased $1.7 million in 2024 compared to 2023.
Sales and marketing expenses excluding stock-based compensation and reduction in force decreased by $8.7 million during 2025 compared to 2024 primarily due to a decrease of $7.2 million in staff expenses, $0.9 million in marketing events, $0.5 million in travel and entertainment and $0.1 million in dues and subscriptions.
Revenue Year Ended December 31, Change in thousands 2024 2023 $ % Billings $ 443,840 $ 453,426 $ (9,586) (2) % Consumer Incentives 165,542 144,222 21,320 15 Revenue $ 278,298 $ 309,204 $ (30,906) (10) % % of Billings 63 % 68 % 49 The $30.9 million decrease in Revenue during 2024 compared to 2023 was comprised of a $9.6 million decrease in Billings and a $21.3 million increase in Consumer Incentives.
Revenue Year Ended December 31, Change in thousands 2025 2024 $ % Billings $ 384,958 $ 443,840 $ (58,882) (13) % Consumer Incentives 151,685 165,542 (13,857) (8) Revenue $ 233,273 $ 278,298 $ (45,025) (16) % % of Billings 61 % 63 % 52 The $45.0 million decrease in Revenue during 2025 compared to 2024 was comprised of a $58.9 million decrease in Billings, partially offset by a $13.9 million decrease in Consumer Incentives.
Recent Accounting Pronouncements Refer to Note 3—Accounting Standards to our consolidated financial statements for additional information.
Refer to Note 10—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense.
Change in contingent consideration Year Ended December 31, Change in thousands 2024 2023 $ % Change in contingent consideration $ 210 $ 1,246 $ (1,036) (83) % % of Revenue — % — % During 2024, the change in contingent consideration was a $0.2 million expense as a result of the $6.1 million loss related to the change of contingent consideration to the former Bridg shareholders, almost entirely offset by the $5.9 million gain we recognized due to the Settlement Agreement.
Change in contingent consideration Year Ended December 31, Change in thousands 2025 2024 $ % Change in contingent consideration $ 102 $ 210 $ (108) (51) % % of Revenue — % — % During 2025, we realized an expense of $0.1 million primarily related to interest accretion associated with the contingent consideration.
The significant judgments in the discounted cash flow analysis for both our Cardlytics platform in the U.S. and our Bridg platform included the selected discount rate and forecasts of future revenues and cash flows. See Note 5—Goodwill and Acquired Intangibles in our consolidated financial statements for additional information.
The most significant assumptions utilized in the determination of the estimated fair values of the Cardlytics platform in the U.S. and the Bridg platform are the discount rate and forecasts of future revenues and cash flows.
We performed our annual impairment test as of October 1, 2022, which resulted in goodwill impairment of $313.1 million recorded between our Cardlytics platform in the U.S. and our Bridg platform reporting units. We utilized a discounted cash flow method under the income approach, and to a lesser extent the market approach to value our reporting units.
The method of determining fair values of the reporting units at September 30, 2025, September 30, 2024 and October 1, 2023 was the discounted cash flow method under the income approach, and to a lesser extent the market approach.
However, these investments negatively impact our GAAP Revenue, which is reported net of Consumer Incentives. 40 Non-GAAP Measures and Other Performance Metrics We regularly monitor a number of financial and operating metrics in order to measure our current performance and estimate our future performance. Our metrics may be calculated in a manner different than similar metrics used by other companies.
The benefit of $5.3 million in operating expense is comprised of $0.9 million in delivery costs, $2.1 million in sales and marketing expense, $1.7 million in research and development expense, and $0.6 million in general and administrative expense. 43 Non-GAAP Measures and Other Performance Metrics We regularly monitor a number of financial and operating metrics in order to measure our current performance and estimate our future performance.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−1 removed1 unchanged
Biggest changeThe interest rate on the 2020 Convertible Senior Notes is fixed at 1.00%. On April 1, 2024, we issued the 2024 Convertible Senior Notes bearing an interest rate of 4.25%. Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional disclosures related to our debt.
Biggest changeOn April 1, 2024, we issued the 2024 Convertible Senior Notes bearing an interest rate of 4.25%. Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional disclosures related to our debt. 62 Foreign Currency Exchange Risk Both revenue and operating expense of Cardlytics UK Limited are denominated in British pounds.
As of December 31, 2024, the prime rate was 8.50% and a 10% increase in the current prime rate would, for example, result in a $0.5 million annual increase in interest expense if the maximum amount under the 2018 Line of Credit was outstanding for an entire year.
As of December 31, 2025, the prime rate was 6.75% and a 10% increase in the current prime rate would, for example, result in a $0.4 million annual increase in interest expense if the maximum amount under the 2018 Line of Credit was outstanding for an entire year.
Foreign Currency Exchange Risk Both revenue and operating expense of Cardlytics UK Limited are denominated in British pounds. We bear foreign currency risks related to the extent that any unfavorable fluctuation in the exchange rate between U.S. dollars and the British pound could result in an adverse impact to either revenue or expense.
We bear foreign currency risks related to the extent that any unfavorable fluctuation in the exchange rate between U.S. dollars and the British pound could result in an adverse impact to either revenue or expense.
Interest Rate Risk The interest rates under the 2018 Line of Credit are variable. Interest on advances under the 2018 Line of Credit bears an interest rate of the prime rate of 8.50% plus 0.25%. In July 2024, we amended our 2018 Loan Facility, which decreased the interest rate to prime rate plus 0.125%.
Interest Rate Risk The interest rates under the 2018 Line of Credit are variable. Interest on advances under the 2018 Line of Credit bears an interest rate of the prime rate of 6.75% plus 0.125%.
For example, if the average value of the British pound had been 10% lower relative to the U.S. dollar during 2024, 2023 and 2022, our revenue would have decreased by $2.4 million, 1.8 million and 2.3 million, respectively.
For example, if the average value of the British pound had been 10% lower relative to the U.S. dollar during 2025, our revenue would have decreased by $3.0 million. The overall impact to net loss would be partially mitigated by decreases in operating expense of $2.7 million in 2025. 63
Removed
The overall impact to net loss would be partially mitigated by decreases in operating expense of $1.8 million, $0.5 million and $1.1 million in 2024, 2023 and 2022, respectively. 60

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