What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-12 compared with 2024-03-14 · 317 added, 358 removed, 1010 unchanged (40% of the section changed)

34 unchanged sentences

consists of transaction-based fees made up of a significant volume of low-dollar transactions, sourced from multiple databases.

The processing and recording of revenue is highly automated and is based on contractual terms with marketers, FIs, and other parties.

The processing and recording of revenue are highly automated and are based on contractual terms with marketers, partners, and other parties.

Because of the nature of the Company’s transaction-based fees, the Company uses automated systems to process and record its revenue transactions.

6 unchanged sentences

◦ Performed testing of initial system set-up and monitoring controls, system interface controls, automated controls, and data monitoring controls within the relevant revenue streams, as well as the controls designed to ensure the accuracy and completeness of revenue.

• We tested the operating effectiveness of internal controls within the relevant revenue business processes, including those in place to reconcile the information from various systems to the Company’s general ledger.

• We tested the operating effectiveness of internal controls within the relevant revenue business processes, including automated controls and those in place to reconcile the information from various systems to the Company’s general ledger.

• For a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenue.

2 unchanged sentences

The Company’s evaluation of goodwill for impairment involves the comparison of the fair values of its reporting units, including the Cardlytics platform in the U.S.

reporting unit and the Bridg platform reporting unit, to their respective carrying values as October 1, 2023.

The Company used a combination of valuation methodologies including the income approach, and to a lesser extent the market approach, to estimate fair value at each reporting date.

reporting unit and the Bridg platform reporting unit, to their respective carrying values as of September 30, 2024.

The Company used a combination of valuation methodologies including the income approach, and to a lesser extent the market approach, to estimate fair value at the reporting date.

The Company utilizes discounted cash flow models to perform its income approach, which requires management to make significant judgments related to discount rates and forecasts of future revenues and cash flows.

Changes in these assumptions could have a significant impact on either the fair values of the reporting units, the amount of any goodwill impairment charge, or both.

The Company performed its annual goodwill impairment assessment as of October 1, 2023.

As a result of the continued slowdown in the global economy and decreased consumer spend, which resulted in further declines in the Company’s stock price, the Company recognized a goodwill impairment charge of $70.5 million for the Bridg platform reporting unit, as the fair value of the reporting unit was determined to be less than its carrying value.

The Company performed an interim impairment test for goodwill as of September 30, 2024.

As a result of the continued slowdown in the economy and decreased consumer spend, which resulted in further declines in the Company’s stock price, the Company recognized a goodwill impairment charge of $117.8 million for the Bridg platform reporting unit, as the fair value of the reporting unit was determined to be less than its carrying value.

This eliminated all remaining Goodwill allocated to the Bridg platform.

No impairment charge was recorded for the Cardlytics platform in the U.S.

reporting unit.

The consolidated goodwill balance was $277.2 million as of December 31, 2023, of which $159.4 million was allocated to the Cardlytics platform in the U.S.

reporting unit, and $117.8 million was allocated to the Bridg platform reporting unit.

The consolidated goodwill balance was $159.4 million as of December 31, 2024, the entire balance of which was allocated to the Cardlytics platform in the U.S.

reporting unit.

We identified valuation of goodwill for the Cardlytics platform in the U.S.

reporting unit and the Bridg platform reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair values of this specific reporting unit.

reporting unit and the Bridg platform reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair values of these reporting units.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate and forecasts of future revenues and cash flows for the Cardlytics platform in the U.S.

17 unchanged sentences

Cash and cash equivalents $ 65,594 $ 91,830

Restricted cash — 80

Accounts receivable and contract assets, net 103,252 120,622

19 unchanged sentences

Deferred revenue 2,154 2,405

Short-term debt 45,863 —

Current operating lease liabilities 2,025 2,127

3 unchanged sentences

Convertible senior notes, net 167,729 227,504

Long-term debt 30,073 —

Line of credit — 30,000

Long-term deferred revenue — 67

1 unchanged sentence

Long-term contingent consideration — 4,162

Other long-term liabilities — 73

Total liabilities 322,718 439,346

Commitments and contingencies (Note 13)

Stockholders’ equity:

17 unchanged sentences

Research and development expense 49,607 51,352 54,435

General and administration expense 58,810 81,446 66,222

Acquisition, integration and divestiture (benefits) costs ( 6,313 ) ( 2,874 ) 24,372

Change in fair value of contingent consideration 1,246 ( 128,174 ) 1,374

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

5 unchanged sentences

Interest expense, net ( 5,553 ) ( 2,336 ) ( 2,556 )

Foreign currency gain (loss) 3,304 ( 6,376 ) ( 1,267 )

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 )

2 unchanged sentences

Net Loss ( 189,304 ) ( 134,702 ) ( 465,264 )

Net Loss attributable to common stockholders $ ( 134,702 ) $ ( 465,264 ) $ ( 128,565 )

Net loss per share attributable to common stockholders, basic and diluted $ ( 3.69 ) $ ( 13.92 ) $ ( 3.99 )

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

23 unchanged sentences

Issuance of restricted stock 3,503 1 — — — 1

Issuance of common stock 2,755 — 15,171 — — 15,171

Issuance of common stock under the ESPP 556 — 2,335 — — 2,335

Issuance of common stock, net of issuance cost 3,592 — 27,451 — — 27,451

Issuance of common stock, net of issuance costs - ATM Offering Program (as defined below) 3,908 — 48,151 — — 48,151

Issuance of common stock pursuant to the 2018 ESPP (as defined below) 520 — 2,262 — — 2,262

Termination of capped calls related to 2020 Convertible Senior Notes — — 115 — — 115

Other comprehensive income — — — 1,134 — 1,134

8 unchanged sentences

Balance – December 31, 2022 33,477 $ 9 $ 1,182,568 $ 5,598 $ ( 976,570 ) $ 211,605

Cumulative effect upon adoption of ASU — — (51,417) — 11,312 (40,105)

Exercise of common stock options 10 — 54 — — 54

1 unchanged sentence

Issuance of restricted stock 2,930 — — — — —

Common stock to be issued for the acquisition of Entertainment 173 — 11,937 — — 11,937

Issuance of common stock 2,755 — 15,171 — — 15,171

Issuance of common stock under the ESPP 556 — 2,335 — — 2,335

Repurchase and cancellation of common stock (1,406) — (40,000) — — (40,000)

Other comprehensive loss — — — ( 3,131 ) — ( 3,131 )

12 unchanged sentences

Balance – December 31, 2021 33,534 $ 9 $ 1,212,823 $ 486 $ ( 522,618 ) $ 690,700

Cumulative effect upon adoption of ASU — — ( 51,417 ) — 11,312 ( 40,105 )

Exercise of common stock options 23 — 418 — — 418

1 unchanged sentence

Issuance of restricted stock 986 — — — — —

Issuance of common stock 3,850 1 484,048 — — 484,049

Common stock to be issued for the acquisition of Dosh 916 — 117,349 — — 117,349

Fair value of assumed Dosh options attributable to pre-combination service — — 3,593 — — 3,593

Fair value of assumed Bridg options attributable to pre-combination service — — 841 — — 841

Common stock to be issued for the acquisition of Entertainment 173 — 11,937 — — 11,937

Issuance of common stock under the ESPP 167 — 1,997 — — 1,997

Repurchase and cancellation of common stock ( 1,406 ) — ( 40,000 ) — — ( 40,000 )

Other comprehensive loss — — — 5,112 — 5,112

16 unchanged sentences

Loss on divestiture — 6,550 —

Accretion of debt discount and non-cash interest expense — — 9,513

Gain on debt extinguishment ( 13,017 ) — —

Stock-based compensation expense 40,367 40,980 44,686

Change in fair value of contingent consideration 1,246 ( 128,174 ) 1,374

Other non-cash (income) expense, net ( 4,170 ) 6,589 1,343

Deferred implementation costs — — 3,785

Change in contingent consideration 210 1,246 ( 128,174 )

Other non-cash expense (income), net 1,481 ( 4,170 ) 6,589

Income tax benefit — — ( 1,446 )

17 unchanged sentences

Principal payments of debt ( 199,303 ) ( 31 ) ( 35 )

Proceeds from termination of capped calls related to convertible notes 115 — —

Proceeds from issuance of common stock 48,645 55 379

1 unchanged sentence

Repurchase of common stock — — ( 40,000 )

Deferred equity issuance costs — ( 157 ) ( 190 )

Equity issuance costs ( 309 ) — ( 157 )

Debt issuance costs ( 6,037 ) — ( 174 )

Net cash (used in) received from financing activities ( 20,026 ) ( 39,987 ) 485,998

Net cash provided by (used in) financing activities 1,444 ( 20,026 ) ( 39,987 )

Effect of exchange rates on cash, cash equivalents and restricted cash ( 110 ) 118 ( 1,926 )

16 unchanged sentences

Amounts accrued for capitalized software development costs $ 174 $ 40 $ 155

Issuance of common stock, net of issuance costs - Settlement Agreement (as defined below) $ 27,451 $ — $ —

See notes to the consolidated financial statements

4 unchanged sentences

("we," "our," "us," the "Company," or "Cardlytics") is a Delaware corporation and was formed on June 26, 2008.

We work to accomplish this mission by operating an advertising platform within our own and our partners' digital channels, which includes online, mobile applications, email and various real-time notifications (the "Cardlytics platform").

We also operate a customer data platform that utilizes point-of-sale data, including product-level purchase data, to enable marketers, in a privacy-protective manner, to perform analytics and targeted loyalty marketing and to measure the impact of their marketing (the "Bridg platform").

We operate a commerce media platform that is designed to make commerce smarter and rewarding for everyone.

At the core of our commerce media platform is the financial media network that we run within our partners' digital channels, which includes online and mobile applications (the "Cardlytics platform").

Additionally, we operate an identity resolution platform that utilizes point-of-sale ("POS") data, including product-level purchase data, to enable marketers to perform analytics and targeted loyalty marketing and also measure the impact of their marketing (the "Bridg platform").

The partners for the Cardlytics platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers.

The partners for the Bridg platform are merchants that provide us with access to their point-of-sale data, including product-level purchase data.

The partners for the Bridg platform are predominantly merchants ("merchant data partners") that provide us with access to their POS data, including product-level purchase data.

By applying advanced analytics to the purchase data we receive, we make it actionable, helping marketers reach potential buyers at scale and measure the true sales impact of their marketing spend.

We have strong relationships with leading marketers across a variety of industries, including retail, restaurant, travel and entertainment, direct-to-consumer, grocery and gas.

Using our purchase intelligence, we present customers with offers to save money at a time when they are thinking of their finances.

We have strong relationships with leading marketers across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment.

Using our transaction data and analytics, we enable marketers to reach potential customers across our network of FI partners through their digital banking accounts and present them relevant offers to save money when they are thinking about their finances.

We also operate through (1) Dosh Holdings LLC, a wholly owned and operated subsidiary in the United States and (2) Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales.

Stock Repurchases

On May 11, 2022, our Board of Directors authorized a stock repurchase program to repurchase up to $ 40.0 million of our common stock.

From May 11 to June 30, 2022, we paid $ 40.0 million to repurchase 1,405,655 shares of our common stock at an average cost of $28.44 per share and immediately canceled the repurchased shares.

Proceeds from Issuance of Common Stock

On March 5, 2021, we closed a public equity offering in which we sold 3,850,000 shares of common stock at a public offering price of $130.00 per share for total gross proceeds of $ 500.5 million.

We received total net proceeds of $ 484.0 million after deducting underwriting discounts and commissions of $ 16.3 million and offering costs of $ 0.2 million.

2024 Convertible Senior Notes

On April 1, 2024, we issued $ 172.5 million 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 the 2024 Convertible Senior Notes.

Refer to Note 9—Debt and Financing Arrangements for further details.

Equity Distribution Agreement

On January 29, 2024, we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (" SEC"), which was declared effective by the SEC on February 9, 2024.

This shelf registration statement, which includes a base prospectus, allows us to offer and sell up to a maximum aggregate offering amount of $ 100.0 million of our registered common stock, preferred stock, debt securities, warrants, or any combination of securities described in the prospectus in one or more offerings.

On March 18, 2024, we entered into an equity distribution agreement (the "Equity Distribution Agreement") with Evercore Group L.L.C., BofA Securities, Inc.

and Cantor Fitzgerald & Co., as sales agents, pursuant to which we may issue and sell, from time to time, shares of our common stock up to a maximum aggregate offering amount of $ 50.0 million in "at-the-market" offerings (the "ATM Offering Program").

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.

Divestitures and Acquisitions

On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment for $6.0 million in cash, subject to a combined $1.1 million held in escrow for indemnities and sales and use taxes, as well as customary post-closing adjustment.

The resulting loss on sale of $ 6.6 million is recorded within "Loss on divestiture" within the consolidated statements of operations.

On January 7, 2022, we purchased Entertainment for $ 13.0 million in equity at an agreed-upon price of $66.52 per share, subject to $ 1.1 million of fair value adjustments based upon the close date, and $ 2.3 million in cash, subject to $ 0.4 million of adjustments, for an acquisition date fair value of $ 14.6 million.

On May 5, 2021, we completed the acquisition of Bridg, Inc.

("Bridg") for purchase consideration of $ 578.9 million.

The purchase consideration consisted of a $ 350.0 million cash purchase price, subject to $ 2.8 million of adjustments and escrows, and contingent consideration with an initial fair value of $ 230.9 million related to additional potential future payments.

On March 5, 2021, we completed the acquisition of Dosh Holdings, Inc.

("Dosh") for purchase consideration of $ 277.6 million in a combination of cash and common stock.

The total purchase consideration consisted of a $ 150.0 million cash purchase price, subject to $ 6.6 million of adjustments and escrows;

and $ 125.0 million of shares of our common stock at an agreed-upon price of 136.33 per share, subject to $ 7.6 million of fair value adjustments based upon our close date, for an acquisition date fair value of $ 117.4 million.

In addition, we assumed unvested options to purchase Dosh’s common stock and attributed $ 3.6 million of their fair value to the pre-combination service period.

The Dosh app, a consumer facing cashback mobile application operated by Dosh Holdings LLC, was decommissioned on February 28, 2025.

On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment for $ 6.0 million in cash, subject to a combined $ 1.1 million held in escrow for indemnities and sales and use taxes, as well as customary post-closing adjustments.

The resulting loss on sale of $ 6.6 million is recorded within "Loss on divestiture" within the statement of operations.

During the year-ended December 31, 2024, we received $ 0.6 million of cash from escrow, and we classified the receipt of cash within investing activities within the consolidated statement of cash flows.

We also recorded a $ 0.1 million divestiture expense associated with the net working capital adjustment.

Contingent Consideration for the Acquisition of Bridg

4 unchanged sentences

Pursuant to the Settlement Agreement we paid the Stockholder Representative $ 20.0 million in cash on January 26, 2024 and we issued 3.6 million shares of our common stock on February 1, 2024.

The remaining cash payments related to the Settlement Agreement will be paid in two tranches with $3.0 million to be paid by January 31, 2025 and $2.0 million to be paid by June 30, 2025, which is presented in our consolidated balance sheet as long-term contingent consideration.

We subsequently paid the Stockholder Representative $ 3.0 million in cash on January 29, 2025.

The remaining $ 2.0 million cash payment related to the Settlement Agreement will be paid by June 30, 2025.

Refer to Note 12—Fair Value Measurements and Note 13—Commitments and Contingencies for further information about the Bridg acquisition and related contingent consideration.

On June 10, 2024, PNC Financial Services Group, Inc., which acted as the paying agent in connection with payments made in connection with the Merger Agreement and the Settlement Agreement, notified us of a balance of $ 5.9 million from a payment account related to the Merger Agreement and transferred the balance to us.

We have recorded the $ 5.9 million as a gain that was realized during the quarter ended June 30, 2024.

The gain is reflected as change in contingent consideration in the consolidated statements of operations.

Stock Repurchases

On May 11, 2022, our Board of Directors authorized a stock repurchase program to repurchase up to $ 40.0 million of our common stock.

From May 11 to June 30, 2022, we paid $ 40.0 million to repurchase 1,405,655 shares of our common stock at an average cost of $ 28.44 per share and immediately canceled the repurchased shares.

SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

consolidated financial statements.

Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Dosh and Bridg, valuation of contingent consideration for Bridg, valuation of long-lived assets, goodwill valuation, income tax including valuation allowance and contingencies.

Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, stock-based compensation, allowance for doubtful accounts, valuation of acquired intangible assets of Bridg, valuation of contingent consideration for Bridg, valuation of long-lived assets, goodwill valuation, income tax including valuation allowance and contingencies.

We base our estimates on historical experience and on assumptions that we believe are reasonable.

5 unchanged sentences

As part of these initiatives, we recognized severance and medical benefit costs of $ 8.1 million.

These charges are reflected on our condensed consolidated statements of operations as follows:

These charges are reflected on our consolidated statements of operations as follows:

$ 1.9 million in delivery costs, $ 2.1 million in sales and marketing expense, $ 1.6 million in research and development expense and $ 2.5 million in general and administrative expense.

3 unchanged sentences

T hese fees were paid in full in 2023.

During the year ended December 31, 2021, we recognized $ 1.2 million in severance and medical benefits related to our acquisitions.

These charges are reflected on our consolidated statements of operations within acquisition and integration costs.

Additionally, during the year ended December 31, 2021, we recognized $0.8 million of severance and medical benefits charges related to internal restructuring.

These charges are reflected on our consolidated statements of operations as follows:

$0.1 million in delivery costs, $0.4 million in sales and marketing expense, and $0.3 million in research and development expense.

We recognize these costs when the extent of our actions is determined and the costs can be estimated.

Foreign Currency

5 unchanged sentences

We are also subject to gains and losses from foreign currency denominated transactions and the remeasurement of foreign currency denominated balance sheet accounts, both of which are included in other income (expense), net in the accompanying consolidated statements of operations.

We recorded a foreign currency gain totaling $ 3.3 million in 2023 and a loss totaling $ 6.4 million and $ 1.3 million in 2022 and 2021, respectively.

We recorded a foreign currency loss totaling $ 1.3 million in 2024, a gain totaling $ 3.3 million in 2023 and a loss totaling $ 6.4 million in 2022.

Partner Share and Other Third-Party Costs

2 unchanged sentences

To the extent that we use a specific partners' customer's anonymized purchase data in the delivery of our solutions, we generally pay the applicable partner a Partner Share calculated based on the relative contribution of the data provided by the partner to the overall delivery of the services.

We expect that our Partner Share and other third-party costs will increase in absolute dollars as a result of our revenue growth.

We expect that our Partner Share and other third-party costs will fluctuate over time in connection with changes in our revenue.

Delivery Costs

24 unchanged sentences

We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable .

These considerations are evaluated holistically to assess whether it is more likely than not that a reporting unit's carrying value exceeds its fair value.

These considerations are evaluated holistically to assess whether it is more likely than not that the carrying value exceeds its fair value.

During the year ended December 31, 2024, we recorded an intangible asset impairment of $ 13.7 million.

During the year ended December 31, 2023, we reduced our intangible asset balance by $ 4.9 million related to the divestiture of Entertainment.

2 unchanged sentences

Goodwill represents the purchase consideration of an acquired business that exceeds the fair value of the net tangible and identifiable intangible assets.

Goodwill is evaluated for impairment by reporting unit annually in the fourth quarter, specifically October 1, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

Goodwill is evaluated for impairment by reporting unit annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

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.

During the year ended December 31, 2024, we recorded impairment charges of $ 117.8 million.

During the year ended December 31, 2023, we recorded impairment charges of $ 70.5 million.

We also reduced our goodwill balance by $ 5.0 million related to the divestiture of Entertainment.

During the year ended December 31, 2022, we recorded impairment charges of $ 396.2 million.

No impairment charges were recorded during 2021.

The decline in the fair values of the Bridg platform reporting unit below its carrying values at October 1, 2023 and 2022 and June 30, 2022 and the Cardlytics platform in the U.S below its carrying value at October 1, 2022 resulted from a continued slowdown in the economy and decreased consumer spend, and a sustained decline in our stock price.

The decline in the fair values of the Bridg platform reporting unit below its carrying values at September 30, 2024, October 1, 2023 and 2022 and June 30, 2022 and the Cardlytics platform in the U.S below its carrying value at October 1, 2022 resulted from a continued slowdown in the economy and decreased consumer spend, and a sustained decline in our stock price.

Refer to Note 5—Goodwill and Acquired Intangibles for additional information.

97 unchanged sentences

Non-lease components that are not fixed are expensed as incurred as variable lease payments.

We record operating lease expense using the straight-line method within General and administration expense and/or Research and development expense dependent upon the individual leased assets.

We record operating lease expense using the straight-line method within General and administrative expense and/or Research and development expense dependent upon the individual leased assets.

Finance lease expense is recognized as amortization expense within Depreciation and amortization expense, and interest expense within Interest expense, net.

15 unchanged sentences

Lesser of estimated useful life or life of the lease

Other Intangible Assets

Intangible assets, excluding those acquired from our business combinations, are recorded at cost and consist of costs incurred for software patent applications.

As of December 31, 2023, we had sixteen issued patents relating to our software.

We received approval for four patents in 2013, one patent in 2018, three patents in 2021, five patent in 2022 and three patents in 2023 and began amortizing the costs of obtaining these patents over the estimated remaining lives of the patents.

If a patent application is rejected or if we abandon efforts to obtain a new patent, all deferred patent costs are expensed immediately.

Deferred patent costs related to patents for which we have not yet obtained approval totaled $ 0.1 million and $ 0.1 million as of December 31, 2023 and 2022, respectively.

In connection with our annual goodwill and intangible asset impairment assessment in the fourth quarter of 2022, we recorded an impairment of $0.7 million related to our software patent applications, which is included in the impairment of goodwill and intangible assets line item in the consolidated statements of operations.

Based on deferred patent costs as of December 31, 2023, the related amortization expense will be less than $0.1 million in each of the next five years.

Internal-Use Software Development Costs

13 unchanged sentences

Costs incurred to obtain lines of credit are capitalized and included in other long-term assets on our consolidated balance sheets and amortized ratably over the term of the arrangement.

As described in Note 9—Debt and Financing Arrangements, on September 22, 2020, we issued the Notes with an aggregate principal amount of $ 230.0 million bearing an interest rate of 1.00 % due in 2025, including the exercise in full of the initial purchasers’ option to purchase up to an additional $30.0 million principal amount of the Notes.

2020 Convertible Senior Notes

On September 22, 2020, we issued $ 230.0 million principal amount of 2020 Convertible Senior Notes, including the exercise in full of the initial purchasers' option to purchase up to an additional $ 30.0 million principal amount of the 2020 Convertible Senior Notes.

The net proceeds from this offering were $ 222.7 million, after deducting the initial purchasers' discounts and commissions and the offering expenses payable by us.

In accounting for the $ 7.3 million issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative fair values.

Amortization of debt issuance costs included in interest expense, net totaled $1.6 million, $1.6 million and $1.0 million in 2023, 2022 and 2021, respectively.

In accounting for the $ 7.3 million issuance costs related to the 2020 Convertible Senior Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative fair values.

In April 2024, we used $ 169.3 million, consisting of the net proceeds from the 2024 Convertible Senior Notes 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.

As a result of the extinguishment of the 2020 Convertible Senior Notes, we have recorded a gain of $ 13.0 million, which is recorded as a Gain on debt extinguishment on the consolidated statement of operations.

2024 Convertible Senior Notes

On April 1, 2024, we issued $ 172.5 million principal amount of our 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 the 2024 Convertible Senior Notes.

The net proceeds from this offering were $ 166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expenses payable by us.

Amortization of debt issuance costs included in interest expense, net totaled $ 1.6 million for each period in 2024, 2023 and 2022, respectively.

Deferred debt issuance costs related to our lines of credit included in other long-term assets are as follows (in thousands):

2 unchanged sentences

Debt issuance costs, net $ 221 $ 59

Deferred debt issuance costs related to our Notes included in debt are as follows (in thousands):

Deferred debt issuance costs related to our 2024 Convertible Senior Notes included in debt are as follows (in thousands):

Debt issuance costs, gross $ 5,610 $ —

1 unchanged sentence

Debt issuance costs, net $ 4,771 $ —

Deferred debt issuance costs related to our 2020 Convertible Senior Notes included in debt are as follows (in thousands):

Debt issuance costs, gross $ 5,572 $ 7,275

Less accumulated amortization ( 5,365 ) ( 4,779 )

Debt issuance costs, net $ 207 $ 2,496

Future amortization of debt issuance costs is as follows (in thousands):

25 unchanged sentences

Refer to Note 12—Fair Value Measurements for information regarding the fair value of our financial instruments.

Contingent Consideration

The consideration for the Company’s acquisitions may include future payments that are contingent upon the occurrence of a particular event.

The Company records a contingent consideration obligation for such contingent payments at fair value on the acquisition date.

The Company estimates the fair value of contingent consideration obligations through valuation models designed to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates.

Estimated payments are discounted using present value techniques to arrive at an estimated fair value at the balance sheet date.

Changes in the fair value of the contingent consideration obligations are recognized within the Company’s consolidated statements of operations and Comprehensive Loss.

Changes in the fair value of the contingent consideration obligations can result from changes to one or multiple inputs, including adjustments to the discount rates and assumptions used in preparing these models which include estimates such as revenue volatility, annualized recurring revenue, revenue discount rate, weighted average cost of capital, and our common stock volatility.

Substantial judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period.

Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period.

Refer to Note 12—Fair Value Measurements for information regarding the fair value of our financial instruments.

Income taxes are accounted for using the asset and liability method.

11 unchanged sentences

and over fifteen years if incurred in a foreign jurisdiction.

This new requirement caused us to utilize significant federal and state tax net operating loss carry-forwards in the current year.

The depreciation and amortization deferred income taxes line was updated to include these capitalized research and development expenses for the year ended December 31, 2023.

The depreciation and amortization deferred income taxes line includes these capitalized research and development expenses.

We recognize the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date, and then, only in an amount more likely than not to be sustained upon review by the tax authorities.

3 unchanged sentences

ACCOUNTING STANDARDS

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB released ASU 2024-03, titled "Disaggregation of Income Statement Expenses," which mandates that certain costs and expenses be disclosed in the notes to financial statements.

These amendments will take effect for fiscal years starting after December 15, 2026, with early adoption allowed.

The changes should be applied either prospectively to financial statements for periods after the effective date or retrospectively to any or all prior periods presented.

We are currently assessing how the enhanced disclosure requirements of ASU 2024-03 will impact our financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvement to Income Tax Disclosures," aimed at improving the transparency and usefulness of income tax information by enhancing disclosures related to rate reconciliation and income taxes paid.

These amendments will be effective for annual periods beginning with our fiscal year ending December 31, 2025.

The amendments should be applied prospectively, although there is an option to apply the standard retrospectively.

We are currently assessing how the enhanced disclosure requirements of ASU 2024-03 will impact our financial statements.

Recently Adopted Accounting Pronouncements

On January 1, 2022 we adopted Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion Options (“Subtopic 470-20”) and Derivatives and Hedging—Contracts in Entity’s Own Equity (“Subtopic 815-40”) , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity.

Upon adoption, we recorded a decrease in accumulated deficit of $11.3 million, an increase to long-term debt of $40.2 million and a decrease to additional paid in capital of $51.5 million.

Refer to Note 9, “Debt and Financing Arrangements” for further information about the Notes.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280).

The new standard requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods.

The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the Chief Operating Decision Maker, and requires companies with a single reportable segment to provide all disclosures required by Topic 280.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and companies are required to apply the ASU retrospectively to all periods presented.

During the year ended December 31, 2024, we adopted this standard and added additional disclosure in our Segment Footnote.

Refer to Note 15—Segments for further information.

On January 1, 2022 we adopted ASU 2021-08, Business Combinations (Topic 805):

1 unchanged sentence

The adoption of this guidance did not have a material effect on our consolidated financial statements.

In October 2021, the Financial Accounting Standardx Board ("FASB") issued ASU 2021-08, Business Combinations (Topic 805):

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which require an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

7 unchanged sentences

The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S.

GAAP, as it removes the requirement to bifurcate our Convertible Senior Notes (the "Notes") into a separate liability and equity component.

As a result, it more closely aligns the effective interest rate with the coupon rate of the Notes.

GAAP, as it removes the requirement to bifurcate our 2020 Convertible Senior Notes into a separate liability and equity component.

As a result, it more closely aligns the effective interest rate with the coupon rate of the 2020 Convertible Senior Notes.

ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021.

On January 1, 2022, we adopted this standard using the modified retrospective method which allowed for a cumulative-effect adjustment to the opening balance sheet without restating prior periods.

As we did not elect the fair value option in the process, the Notes, net of issuance costs, are accounted for as a single liability measured at amortized cost.

As we did not elect the fair value option in the process, the 2020 Convertible Senior Notes, net of issuance costs, are accounted for as a single liability measured at amortized cost.

Upon adoption, we recorded a decrease in accumulated deficit of $ 11.3 million, an increase to long-term debt of $ 40.2 million and a decrease to additional paid in capital of $ 51.5 million.

Refer to Note 9, "Debt and Financing Arrangements" for further information about the Notes.

Refer to Note 9, "Debt and Financing Arrangements" for further information about the 2020 Convertible Senior Notes.

BUSINESS COMBINATIONS AND DIVESTITURES

Our acquisitions were accounted for as business combinations and the total purchase consideration of each was allocated to the net tangible and intangible assets and liabilities acquired based on their fair values on the acquisition dates with the remaining amounts recorded as goodwill.

The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Annual Report on Form 10-K may be adjusted during the measurement period for each acquisition of up to 12 months from the dates of acquisition as further information becomes available.

Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill.

During the years ended December 31, 2023 and December 31, 2022, we incurred $ 6.3 million and $ 2.9 million of benefit in connection with our acquisitions and divestitures, respectively.

During the year ended December 31, 2023, the benefit is primarily due to a reduction of the estimated brokerage fee related to our reduced estimate of contingent consideration related to our Bridg acquisition, offset by the expense related to the divestiture of Entertainment.

During the year ended December 31, 2022, the benefit is primarily due to a reduction of the estimated brokerage fee related to our reduced estimate of contingent consideration related to our Bridg acquisition.

These benefits are included in acquisition, integration and divestitures (benefit) costs on our condensed consolidated statements of operations and primarily represent legal, accounting and broker fees.

The results of Entertainment have been included in the consolidated financial statements since its date of acquisition.

For the years ended December 31, 2023 and December 31, 2022, Entertainment's combined revenue included in the consolidated statements of operations was approximately 2% and 3% of consolidated revenue, respectively.

As a result of the partial integration of Entertainment, it was impractical to determine the earnings.

For the acquisition of Entertainment, as applicable, the estimated fair values of merchant relationships and partner relationships base were determined using the replacement cost method and lost profits, as applicable, which required us to estimate the costs to recreate an asset of equivalent utility at prices available at the time of the valuation analysis and the lost profits over the period of time to recreate the asset.

Trade names were valued using the "relief-from-royalty" approach.

This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them.

This method required us to estimate the future revenues for the related brands, the appropriate royalty rates and the weighted-average costs of capital.

Developed technology for Entertainment was valued using the replacement cost method, which required us to estimate the costs to recreate an asset of equivalent utility at prices available at the time of the valuation analysis.

During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, we incurred $ 0.2 million of cost, $ 6.3 million of benefit and $ 2.9 million of benefit in connection with our acquisitions and divestitures, respectively.

During the year ended December 31, 2023 and December 31, 2022, the benefit is primarily due to a reduction of the estimated brokerage fee related to our reduced estimate of contingent consideration related to our Bridg acquisition, offset by the expense related to the divestiture of Entertainment.

These expenses and gains are included in acquisition, integration and divestiture costs (benefit) on our consolidated statements of operations.

Divestiture and Acquisition of Entertainment

1 unchanged sentence

The resulting loss on sale of $ 6.6 million is recorded within "Loss on divestiture" within the statement of operations.

On January 7, 2022, we completed the acquisition of Entertainment for purchase consideration of $ 14.6 million, as presented below (in thousands):

January 7, 2022

Fair value of common stock transferred $ 11,937

Cash paid to extinguish acquiree debt 2,053

Cash paid to settle pre-acquisition liabilities and acquiree deal-related costs 624

Cash paid to membership interest holders 24

Cash receivable from membership interest holders pursuant to finalization of net working capital ( 61 )

Total purchase consideration $ 14,577

The following table presents the preliminary purchase consideration allocation recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):

January 7, 2022

Cash and cash equivalents $ 376

Accounts receivable and other assets 1,259

Intangible assets 9,800

Goodwill 5,002

Accounts payable and other liabilities ( 1,860 )

Total purchase consideration $ 14,577

The goodwill was primarily attributed to the value of future synergies created with our current and future offerings.

Goodwill is not expected to be deductible for income tax purposes.

The following table presents the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands):

Fair Value Useful life (in years)

Trade name $ 800 3.0

Developed technology 700 3.0

Merchant relationships 8,300 4.0

Pro forma consolidated results of operations

The following unaudited pro forma financial information presents combined results of operations for the period presented as if the acquisitions of Bridg and Dosh had been completed on January 1, 2021.

The pro forma information includes adjustments to depreciation expense for property and equipment acquired, to amortize expense for the intangible assets acquired, and to eliminate the acquisition transaction expenses recognized in the period.

The pro forma financial information is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the acquisitions actually occurred on January 1, 2021 or the results of future operations of the combined business.

For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information.

Consequently, actual results will differ from the unaudited pro forma information presented below.

Year Ended December 31,

Revenue $ 298,563 $ 276,563

Net loss ( 465,563 ) ( 134,925 )

During the year ended December 31, 2024, we received $ 0.6 million of cash from the escrow, and we classified the receipt of cash within investing activities within the consolidated statement of cash flows.

We also recorded a $ 0.1 million divestiture expense associated with the net working capital adjustment.

GOODWILL AND ACQUIRED INTANGIBLES

5 unchanged sentences

The changes in the carrying amount of goodwill for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands):

Cardlytics Platform, U.S.

Bridg Platform Consolidated

Cardlytics Platform Bridg Platform Consolidated

Balance as of December 31, 2023 $ 159,429 $ 117,773 $ 277,202

Goodwill impairment — ( 117,773 ) ( 117,773 )

Divestiture of Entertainment ( 5,001 ) — ( 5,001 )

Balance as of December 31, 2024 $ 159,429 $ — $ 159,429

Cardlytics Platform, U.S.

Bridg Platform Consolidated

Cardlytics Platform Bridg Platform Consolidated

Balance as of December 31, 2022 $ 164,430 $ 188,291 $ 352,721

Goodwill additions 5,062 — 5,062

Measurement period adjustments ( 60 ) 1,445 1,385

Goodwill impairment — ( 70,518 ) ( 70,518 )

Divestiture of Entertainment ( 5,001 ) — ( 5,001 )

Balance as of December 31, 2023 $ 159,429 $ 117,773 $ 277,202

Cardlytics Platform, U.S.

Bridg Platform Consolidated

Cardlytics Platform Bridg Platform Consolidated

Balance as of December 31, 2021 $ 205,690 $ 536,826 $ 742,516

Goodwill additions 5,062 — 5,062

Measurement period adjustments ( 60 ) 1,445 1,385

Goodwill impairment ( 46,262 ) ( 349,980 ) ( 396,242 )

Balance as of December 31, 2022 $ 164,430 $ 188,291 $ 352,721

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, 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.

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 is no remaining goodwill associated with the Bridg platform.

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.

6 unchanged sentences

and the Bridg platform exceeded their respective fair values, and we recognized goodwill impairment of $ 313.1 million.

The decline in the fair values of the Bridg platform reporting unit below its carrying values at October 1, 2023, October 1, 2022 and June 30, 2022 and the Cardlytics platform in the U.S below its carrying value at October 1, 2022 resulted from a continued slowdown in the economy and decreased consumer spend, and a sustained decline in our stock price.

The method of determining fair values of the reporting units at October 1, 2023, October 1, 2022 and June 30, 2022 was the discounted cash flow method under the income approach, and to a lesser extent the market approach.

The most significant assumptions utilized in the determination of the estimated fair of the Bridg platform and the Cardlytics platform in the U.S.

The decline in the fair values of the Bridg platform reporting unit below its carrying values at September 30, 2024, October 1, 2023, October 1, 2022 and June 30, 2022 and the Cardlytics platform in the U.S below its carrying value at October 1, 2022 resulted from a continued slowdown in the economy and decreased consumer spend that led to a sustained decline in our stock price.

The method of determining fair values of the reporting units at September 30, 2024, October 1, 2023, October 1, 2022 and June 30, 2022 was the discounted cash flow method under the income approach, and to a lesser extent the market approach.

The most significant assumptions utilized in the determination of the estimated fair values of the Bridg platform and the Cardlytics platform in the U.S.

are the discount rate and forecasts of future revenues and cash flows.

9 unchanged sentences

Acquired intangible assets subject to amortization as of December 31, 2024 were as follows:

Gross Carrying Amount Accumulated Amortization Divestiture of Entertainment Net Weighted Average Remaining Useful Life

Gross Carrying Amount Accumulated Amortization Impairment of intangible assets Net Weighted Average Remaining Useful Life

(in thousands) (in years)

Trade name $ 2,315 $ ( 1,802 ) $ ( 513 ) $ — 0.0

Developed technology 63,621 ( 41,442 ) ( 13,748 ) 9,333.9 8,431 2.5

3 unchanged sentences

2023 Acquired Intangibles

In connection with our annual goodwill impairment assessment, in the fourth quarter of 2022, we also recorded impairments of intangible assets that are included in our Cardlytics platform in the U.S.

segment, which primarily related to developed technology and customer relationship intangible assets from a previous acquisition.

These intangible asset impairments totaled $ 56.4 million and are included in the impairment of goodwill and intangible assets line item in the consolidated statements of operations.

Our impairment analysis at October 1, 2022 incorporated revised forecasts that took into account the continued slowdown in the global economy and decreased consumer spend during the quarter and expected impacts of these disruptions on our results in the near term.

Given the significant level of uncertainty that currently exists, management applied several alternative scenarios for market and company performance over the next several years to determine fair value.

Other key assumptions were updated as appropriate, including the discount rate, which increased as a result of an increase in the equity risk premium, which was partially offset by a decrease in the risk free rate.

Acquired intangible assets subject to amortization as of December 31, 2023 were as follows:

Gross Carrying Amount Accumulated Amortization Impairments of Intangible Assets Net Weighted Average Remaining Useful Life

Gross Carrying Amount Accumulated Amortization Divestiture of Entertainment Net Weighted Average Remaining Useful Life

(in thousands) (in years)

2 unchanged sentences

Merchant relationships 25,915 ( 16,784 ) ( 3,985 ) 5,146 2.4

Partner relationships 2,000 ( 450 ) ( 1,550 ) — 0.0

Card-linked subscriber user base 17,000 ( 5,355 ) ( 11,645 ) — 0.0

Total other intangible assets $ 92,300 $ ( 52,424 ) $ ( 4,947 ) $ 34,929

2 unchanged sentences

Acquired intangible assets subject to amortization as of December 31, 2022 were as follows:

Cost Accumulated Amortization Net Weighted Average Remaining Useful Life

Gross Carrying Amount Accumulated Amortization Impairments of Intangible Assets Net Weighted Average Remaining Useful Life

(in thousands) (in years)

6 unchanged sentences

Amortization expense of acquired intangibles for the year ended December 31, 2022 was $ 25.0 million.

We have assessed the triggering events criteria along with related conditions and developments as of September 30, 2024.

As a result of a triggering event in 2024 as discussed above, we performed an impairment test as of September 30, 2024, and determined that the carrying value of the Bridg platform Developed technology intangible asset exceeded its fair values.

As such, we recognized an acquired intangible asset impairment of $ 13.7 million during the year ended December 31, 2024.

In connection with our annual goodwill impairment assessment, in the fourth quarter of 2022, we also recorded impairments of intangible assets that are included in our Cardlytics platform in the U.S.

segment, which primarily related to developed technology and customer relationship intangible assets from a previous acquisition.

These intangible asset impairments totaled $ 56.4 million and are included in the impairment of goodwill and intangible assets line item in the consolidated statements of operations.

Our impairment analysis at September 30, 2024 and October 1, 2022 incorporated revised forecasts that took into account the continued slowdown in the global economy and decreased consumer spend during the quarter and expected impacts of these disruptions on our results in the near term.

Given the significant level of uncertainty that currently exists, management applied several alternative scenarios for market and Company performance over the next several years to determine fair value.

As of December 31, 2024, we expect amortization expense in future periods to be as follows (in thousands):

2024 $ 11,117

Total expected future amortization expense $ 11,371

4 unchanged sentences

We use a portion of the fees that we collect from marketers to provide these Consumer Incentives to our FI partners' customers after they make qualifying purchases ("Consumer Incentives").

Leveraging our powerful purchase intelligence platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising.

Leveraging our platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising.

During the years ended December 31, 2024, 2023 and 2022, Consumer Incentives totaled $ 165.5 million, $ 144.2 million and $ 143.9 million, respectively.

1 unchanged sentence

Revenue on our consolidated statements of operation is presented net of Consumer Incentives and gross of Partner Share.

The Cardlytics platform is priced predominantly in two ways:

(1) Cost per Served Sale ("CPS"), and (2) Cost per Redemption ("CPR").

Our primary pricing model is CPS, which we created to meet the media buying preferences of marketers.

We generate revenue by charging a percentage, which we refer to as the CPS Rate, of all purchases from the marketer by consumers who (1) are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers select the marketing and thereby becomes eligible to earn the applicable Consumer Incentive.

The Cardlytics platform has two different pricing models:

(1) served based pricing and (2) engagement based pricing.

• Served Based Pricing Our primary pricing model is Cost per Served Sale ("CPS").

We generate Revenue by charging a percentage, which we refer to as the CPS rate, of all purchases from the marketer by consumers who (1) are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers engage with the applicable offer and thereby becomes eligible to earn the applicable Consumer Incentive.

We set CPS rates for marketers based on our expectation of the marketer's return on spend for the relevant campaign.

2 unchanged sentences

However, if the amount of Consumer Incentives exceeds the amount of Billings that we are paid by the applicable marketer we are still responsible for paying the total Consumer Incentive.

This has occurred infrequently and has been immaterial in amount for each of the periods presented.

In some instances, we may also charge the marketer, the Consumer Incentive, in which case the marketer determines the level of Consumer Incentive for the campaign.

Under our CPR pricing model, marketers generally specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee for each purchase that we generate.

We generally generate revenue if the consumer (1) is served marketing, (2) selects the marketing and thereby becomes eligible to earn the applicable Consumer Incentive, and (3) makes a qualifying purchase from the marketer during the campaign period.

We set the CPR fee for marketers based on our estimation of the marketers’ return on spend for the relevant campaign.

• Engagement Based Pricing.

Under our engagement based pricing model, marketers generally pay us a fee for each purchase that we generate following a consumer's engagement with an offer.

Marketers may choose between three variations of our engagement based pricing model:

(1) Cost per Redemption whereby marketers specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee, (2) Cost per Transaction whereby marketers pay us a negotiated, fixed marketing fee out of which we fund the Consumer Incentive, which is determined in our discretion or (3) Cost per Engagement whereby marketers specify a target return on ad spend based on which we will determine a fee for each engagement a consumer has with the applicable offer.

We generate Revenue if the consumer (i) is served an offer, (ii) selects the offer and thereby becomes eligible to earn the applicable Consumer Incentive, and (iii) makes a qualifying purchase from the marketer during the campaign period.

We set the fees for engagement based pricing for marketers based on our estimation of the marketers' return on spend for the relevant campaign.

The following table summarizes revenue by pricing model (in thousands):

1 unchanged sentence

2024 2023 2022

Cost per Served Sale $ 191,260 $ 180,701 $ 175,434

Cost per Redemption 86,529 87,992 81,911

Other 7,636 8,492 1,409

Served based pricing $ 151,455 $ 191,260 $ 180,701

Engagement based pricing 99,412 86,529 87,992

Other Revenue (1)

4,747 7,636 8,492

Cardlytics platform revenue $ 255,614 $ 285,425 $ 277,185

(1) Other Revenue during the year ended December 31, 2024 primarily includes pricing models that do not relate to Served based pricing and Engagement based pricing, which includes proof-of-concept pricing models that we are exploring and hosting fees that we charge our FI partners to support the costs required to host our services.

Other Revenue during the year ended December 31, 2023 and December 31, 2022 primarily consists of revenue from Entertainment.

The Bridg Platform

18 unchanged sentences

Total contract liabilities $ 2,154 $ 2,271

During the year ended December 31, 2024, we recognized $ 0.6 million of Revenue related to amounts that were included in Deferred revenue as of December 31, 2023 .

The following information represents the total transaction price for the remaining performance obligations as of December 31, 2024 related to contracts expected to be recognized over future periods.

4 unchanged sentences

During the year ended December 31, 2024 and December 31, 2023, we recognized additional right-of-use assets and lease liabilities of $ 1.6 million and $ 2.7 million, respectively, related to new lease agreements and lease modifications for office space.

During the year ended December 31, 2023, there were no impairments on any of our leases.

During the year ended December 31, 2024 and December 31, 2023, there were no impairments on any of our leases.

During the year ended December 31, 2022, we incurred an impairment of $ 0.9 million to the right-of-use-assets as a result of decommissioning our data centers and the closure of our office in India.

During the year ended December 31, 2021, we incurred an impairment of $ 0.6 million to the right-of-use assets under operating leases, related to the discontinued use of office space lease obtained during the Dosh acquisition.

The impairment is reflected in a cquisition and integration costs i n the consolidated statements of operations and was attributable to the Cardlytics platform operating segment.

Refer to Note 15—Segments for more information on our operating segments.

During the year ended December 31, 2023 and 2022, respectively, we made cash payments of $ 4.5 million and $ 8.2 million for operating leases which are included in cash flows received from (used in) operating activities in our consolidated statement of cash flows.

During the year ended December 31, 2024 and 2023, respectively, we made cash payments of $ 2.3 million and $ 4.5 million for operating leases which are included in cash flows used in operating activities in our consolidated statement of cash flows.

Lease assets and liabilities, net, are as follows (in thousands):

6 unchanged sentences

Finance lease liabilities, current Accrued expenses — 10

Finance lease liabilities, long-term Other long-term liabilities — 3

Total lease liabilities $ 8,059 $ 8,528

3 unchanged sentences

Short-term lease expense 1,058 600

Total net operating lease cost $ 5,086 $ 8,351

The following table presents our weighted average borrowing rates and weighted average lease terms:

29 unchanged sentences

2024 Convertible Senior Notes, net 167,729 $ —

2020 Convertible Senior Notes, net 45,863 $ 227,504

Total debt $ 213,592 $ 257,504

Accrued interest is included within accrued expenses in our consolidated balance sheet.

We had accrued interest on debt of $0.9 million and $0.7 million as of December 31, 2023 and 2022, respectively.

We had accrued interest related to our 2024 Convertible Senior Notes and 2020 Convertible Senior Notes of $ 1.9 million and $ 0.9 million as of December 31, 2024 and December 31, 2023, respectively.

For the years ended December 31, 2024, 2023 and 2022, interest expense, net reflected on the consolidated statements of operations consisted of interest expense of $ 8.9 million, $ 6.2 million and $ 4.0 million and interest income of $ 3.4 million, $ 3.8 million, and $ 1.4 million, respectively.

2024 Convertible Senior Notes

On September 22, 2020, we issued Notes with an aggregate principal amount of $ 230.0 million bearing an interest rate of 1.00 % due on September 15, 2025, including the exercise in full of the initial purchasers’ option to purchase up to an additional $30.0 million principal amount of the Notes.

The Notes were issued pursuant to an indenture, dated September 22, 2020 (the “Indenture”), between us and U.S.

The net proceeds from this offering were $ 166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expense payable by us.

The 2024 Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of April 1, 2024 ( the "2024 Indenture"), between us and U.S.

Bank Trust Company, National Association, as Trustee.

The 2024 Convertible Senior Notes will accrue interest at a rate of 4.25 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024.

The 2024 Convertible Senior Notes will mature on April 1, 2029, unless earlier converted or repurchased by us.

Before January 2, 2029, noteholders will have the right to convert their 2024 Convertible Senior Notes only in the following circumstances:

(i) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2024, if the last reported sale price per share of our common stock, exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "measurement period") if the trading price per $1,000 principal amount of 2024 Convertible Senior Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the common stock on such trading day and the conversion rate on such trading day;

(iii) upon the occurrence of certain corporate events or distributions on the common stock, as described in the 2024 Indenture;

and (iv) at any time from, and including, January 2, 2029 until the close of business on the scheduled trading day immediately before the maturity date.

We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

The initial conversion rate is 55.4939 shares of common stock per $1,000 principal amount of 2024 Convertible Senior Notes, which represents an initial conversion price of $ 18.02 per share of common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

In addition, if certain corporate events that constitute a "Make-Whole Fundamental Change" (as defined in the 2024 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

If a "Fundamental Change" (as defined in the 2024 Indenture) occurs, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2024 Convertible Senior Notes at a cash repurchase price equal to the principal amount of the 2024 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to the common stock.

The net carrying amount of the liability component of the 2024 Convertible Senior Notes is as follows (in thousands):

Principal $ 172,500

Unamortized issuance costs ( 4,771 )

Net carrying amount $ 167,729

Interest expense recognized related to the 2024 Convertible Senior Notes is as follows (in thousands):

Contractual interest expense (due in cash) $ 5,478

Amortization of debt issuance costs 838

Total interest expense related to the 2024 Convertible Senior Notes $ 6,316

Effective interest rate 4.90 %

2020 Convertible Senior Notes

On September 22, 2020, we issued $ 230.0 million principal amount of our 2020 Convertible Senior Notes, including the exercise in full of the initial purchasers' option to purchase up to an additional $ 30.0 million principal amount of the 2020 Convertible Senior Notes.

The 2020 Convertible Senior Notes were issued pursuant to an indenture, dated September 22, 2020 (the "2020 Indenture"), between us and U.S.

Bank National Association, as trustee.

The Notes are general senior, unsecured obligations and will mature on September 15, 2025, unless earlier converted, redeemed or repurchased.

The Notes bear interest at a rate of 1.00 % per year, payable semiannually in arrears on March 15 and September 15 of each year, which began on March 15, 2021.

The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2025, only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the Notes on each applicable trading day;

(2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate for the Notes on each such trading day;

The 2020 Convertible Senior Notes are general senior, unsecured obligations and will mature on September 15, 2025, unless earlier converted, redeemed or repurchased.

The 2020 Convertible Senior Notes bear interest at a rate of 1.00 % per year, payable semiannually in arrears on March 15 and September 15 of each year, which began on March 15, 2021.

The 2020 Convertible Senior Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2025, only under the following circumstances:

(2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the 2020 Convertible Senior Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of common stock and the conversion rate for the 2020 Convertible Senior Notes on each such trading day;

(3) if we call such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date;

or (4) upon the occurrence of specified corporate events as set forth in the Indenture.

On or after June 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances.

The closing trading price of our common stock was not in excess of 130 % of the conversion price for more than 20 trading days during the preceding 30 consecutive trading days as of December 31, 2024, and thus the 2020 Convertible Senior Notes are not convertible at the option of the holders during the quarter ending March 31, 2025 based on the stock price conditions.

The 2020 Convertible Senior Notes may be convertible in the future if the stock price condition is satisfied during future measurement periods or if another conversion condition is satisfied.

On or after June 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2020 Convertible Senior Notes may convert all or any portion of their 2020 Convertible Senior Notes at any time, regardless of the foregoing circumstances.

Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in the manner and subject to the terms and conditions provided in the 2020 Indenture.

We currently intend to settle the principal amount of the Notes with cash.

The conversion rate for the Notes will initially be 11.7457 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $ 85.14 per share of common stock.

The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

In addition, following certain corporate events that occur prior to the maturity date of the Notes or if we deliver a notice of redemption in respect of the Notes, we will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period (as defined in the Indenture), as the case may be.

We may not redeem the Notes prior to September 20, 2023.

We may redeem for cash all or any portion of the Notes, at our option, on or after September 20, 2023 and prior to the 36th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130 % of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

No sinking fund is provided for the Notes.

If we elect to redeem less than all of the Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

If we undergo a Fundamental Change (as defined in the Indenture), then, except as set forth in the Indenture, holders may require, subject to certain exceptions, us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the Notes become automatically due and payable.

The following events are considered “events of default” under the Indenture:

• default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;

• default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

• failure by us to comply with our obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three business days;

• failure by us to give a fundamental change notice, notice of a make-whole fundamental change or notice of a specified corporate event, in each case when due and such failure continues for one business day;

• failure by us to comply with its obligations in respect of any consolidation, merger or sale of assets;

• failure by us to comply with any of our other agreements in the Notes or the Indenture for 60 days after written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

• default by us or any of our significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35,000,000 (or its foreign currency equivalent), in the aggregate of us and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture;

• certain events of bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries.

If certain bankruptcy and insolvency-related events of default with respect to us occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Notes shall automatically become due and payable.

If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to us, occurs and is continuing, the trustee by notice to us or the holders of at least 25% in principal amount of the outstanding Notes by notice to us and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, and accrued and unpaid interest on, all of the then-outstanding Notes to be due and payable.

Notwithstanding the foregoing, the Indenture provides that, to the extent we so elect, the sole remedy for an event of default relating to certain failures by us to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 days after the occurrence of such an event of default and 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such event of default, as long as such event of default is continuing (in addition to any additional interest that may accrue as a result of a registration default (as set forth in the Indenture).

The Indenture provides that we shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of our subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of our direct or indirect wholly owned subsidiaries), unless:

(i) the resulting, surviving or transferee person (if not us) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not us) expressly assumes by supplemental indenture all of our obligations under the Notes and the Indenture;

and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

The net proceeds from this offering were $ 222.7 million, after deducting the initial purchasers' discounts and commissions and the offering expenses payable by us.

We used $ 26.5 million of the net proceeds to pay the cost of the capped call transactions described below.

The Notes are accounted for in accordance with FASB ASC Subtopic 470-20, Debt with Conversion and Other Options .

Pursuant to ASC Subtopic 470-20, issuers of certain convertible debt instruments, such as the Notes, that have a net settlement feature and may be settled wholly or partially in cash upon conversion are required to separately account for the liability (debt) and equity (conversion option) components of the instrument.

The carrying amount of the liability component of the instrument was computed using a discount rate of 6.50%, which was determined by estimating the fair value of a similar liability without the conversion option using Level 3 inputs.

The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument.

The difference between the principal amount and the liability component represents a debt discount that is amortized to interest expense over the respective term of the Notes using the effective interest rate method.

The equity component is recorded in Additional Paid-in Capital and is not remeasured as long as it continues to meet the conditions for equity classification.

On January 1, 2022 we adopted ASU 2020-06, Debt—Debt with Conversion Options which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity.

Upon adoption, we recorded a decrease in accumulated deficit of $ 11.3 million, an increase to long-term debt of $ 40.2 million and a decrease to additional paid in capital of $ 51.5 million.

In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values.

The net carrying amount of the liability component of the Notes is as follows (in thousands):

The conversion rate for the 2020 Convertible Senior Notes will initially be 11.7457 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $ 85.14 per share of common stock.

The conversion rate for the 2020 Convertible Senior Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

In addition, following certain corporate events that occur prior to the maturity date of the 2020 Convertible Senior Notes or if we deliver a notice of redemption in respect of the 2020 Convertible Senior Notes, we will, in certain circumstances, increase the conversion rate of the 2020 Convertible Senior Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period (as defined in the Indenture), as the case may be.

If we undergo a Fundamental Change (as defined in the Indenture), then, except as set forth in the Indenture, holders may require, subject to certain exceptions, us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2020 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The net carrying amount of the liability component of the 2020 Convertible Senior Notes is as follows (in thousands):

Principal $ 46,070 $ 230,000

1 unchanged sentence

Net carrying amount of the liability component $ 45,863 $ 227,504

Interest expense recognized related to the Notes is as follows (in thousands):

Interest expense recognized related to the 2020 Convertible Senior Notes is as follows (in thousands):

Contractual interest expense (due in cash) $ 921 $ 2,300

Amortization of debt issuance costs 585 1,461

Total interest expense related to the Notes $ 3,761 $ 3,761

Total interest expense related to the 2020 Convertible Senior Notes

$ 1,506 $ 3,761

Effective interest rate 1.64 % 1.64 %

Capped Call Transactions

In connection with the issuance of the Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with an affiliate of one of the initial Note purchasers and certain other financial institutions.

The Capped Calls are intended to reduce potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be.

The Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives.

The cost of $ 26.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet.

The Capped Calls each have an initial strike price of $85.14 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes.

The Capped Calls have an initial cap price of $128.51 per share, subject to certain adjustments.

In connection with the issuance of the 2020 Convertible Senior Notes, we entered into privately negotiated capped call transactions (the "Capped Calls") with an affiliate of one of the initial purchasers or the 2020 Convertible Senior Notes and certain other financial institutions.

The Capped Calls are recorded in stockholders' equity and were not accounted for as derivatives.

The Capped Calls each had an initial strike price of $ 85.14 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2020 Convertible Senior Notes.

The Capped Calls had an initial cap price of $ 128.51 per share, subject to certain adjustments.

On May 29, 2024, we entered into agreements to terminate all remaining Capped Calls associated with the 2020 Convertible Senior Notes.

The Capped Calls were separate transactions, entered into by the Company with the counterparties, and were not part of the terms of the 2020 Convertible Senior Notes.

Cash proceeds from the termination of the Capped Calls totaled $ 0.1 million, which we received on June 3, 2024.

The $ 0.1 million cash proceeds from the termination of the Capped Calls were recorded as a credit to additional paid in capital on our consolidated balance sheet.

2018 Loan Facility

2 unchanged sentences

We used the entire $ 20.0 million in proceeds from the 2018 Term Loan and an advance of $ 27.4 million under the 2018 Line of Credit to repay all outstanding obligations under our prior line of credit and term loan.

On September 17, 2020, we amended our 2018 Loan Facility to allow for the issuance of the Notes.

On September 17, 2020, we amended our 2018 Loan Facility to allow for the issuance of the 2020 Convertible Senior Notes.

On December 30, 2020, we amended our 2018 Loan Facility to increase the capacity of our Line of Credit, from $ 40.0 million to $ 50.0 million.

3 unchanged sentences

Additionally with this amendment, the former cash covenant, as described below, was removed and was replaced with a requirement to maintain a minimum level of Adjusted Contribution and a minimum adjusted cash of $ 25.0 million, which is reduced by eligible accounts receivable in excess of the loan capacity.

On November 29, 2022, we amended our 2018 Loan Facility to modify the eligible account receivable to exclude UK 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.

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.

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.

2 unchanged sentences

We also confirmed the extension of the maturity date of the loan to April 29, 2025 based on our positive Adjusted EBITDA result.

The 2018 Loan Facility includes customary representations, warranties and covenants (affirmative and negative), including restrictive covenants that prohibit mergers, acquisitions, dispositions of assets, inccurrence 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.

The 2018 Loan Facility also includes standard events of default, including in the event of a material adverse change.

2 unchanged sentences

The 2018 Loan Facility does not include any prepayment penalties.

During the year ended December 31, 2023, we borrowed $30.0 million against our 2018 Line of Credit.

Interest on advances bears an interest rate equal to the prime rate of 8.50% as of December 31, 2023.

During the year ended December 31, 2023, we incurred approximately $2.1 million of interest expense associated with the 2018 Loan Facility.

In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the revolving commitment, which remains unchanged in the most recent amendment.

In April 2024, we repaid in full $ 30.0 million of the principal balance of the 2018 Line of Credit.

Interest on advances under the 2018 Line of Credit bore an interest rate equal to the prime rate plus 0.25 %.

In addition, we were required to pay an unused line fee of 0.15 % per annum on the average daily unused amount of the revolving commitment.

In July 2024, we amended our 2018 Loan Facility, which increased the ability to borrow up to 85 % of the amount of our U.S.

eligible accounts receivable and 30 % of the amount of our U.K.

eligible accounts receivable, decreased our required minimum level of Adjusted EBITDA, and decreased the interest rate to prime rate plus 0.125 %.

The amendment also establishes a reserve in an amount equal to a percentage of the amount needed to retire the outstanding 2020 Convertible Notes.

The amendment also includes 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.

During the year ended December 31, 2024, we incurred $ 0.7 million of interest expense associated with the 2018 Loan Facility.

As of December 31, 2024, we had $ 60.0 million of unused available borrowings under our 2018 Line of Credit.

3 unchanged sentences

Years Ending December 31, Debt

2025 $ 46,070

Future periods 172,500

Total debt $ 218,570

6 unchanged sentences

On July 13, 2023, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 800,000 shares of our common stock.

On November 6, 2024, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 2,500,000 shares of our common stock.

As of December 31, 2024, there were 2,657,349 shares available under the 2022 Inducement Plan.

13 unchanged sentences

Research and development expense 14,957 16,392 13,262

General and administration expense 9,537 16,807 24,291

General and administrative expense 12,713 9,537 16,807

Total stock-based compensation expense $ 40,367 $ 40,980 $ 44,686

During 2024, 2023 and 2022, we capitalized $ 5.0 million, $ 2.5 million and $ 1.4 million, respectively, of stock-based compensation expense for software development.

Additionally, during 2021, we recognized $12.5 million expense related to our assumption of unvested options and RSU and PSU grants to employees of our acquired businesses.

As of December 31, 2021, we have accrued $0.8 million of stock-based compensation for bonus in lieu of cash compensation which was not settled by the end of the year.

This amount is presented within accrued compensation on our condensed consolidated balance sheet.

This amount was settled in January 2022.

Restricted Stock Units

26 unchanged sentences

Service-based Restricted Stock Units

During 2022, we granted 4,441,032 RSUs to employees, executives, and our non-employee directors, which have annual vesting periods ranging from immediately vesting to four years.

We also granted 1,345,261 RSUs to our recently hired Chief Executive Officer, which have a four year vesting period.

During 2021, we additionally granted 30,624 immediately vesting RSUs resulting from the modification of awards through separation agreements.

The immediately vesting awards replaced previously granted RSUs which were cancelled as a result of the modification.

As of December 31, 2023, there was approximately $ 68.1 million of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.0 years.

The aggregate intrinsic value based on the $ 9.21 closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2023 of unvested RSUs is $ 50.5 million as of December 31, 2023.

Subsequent to December 31, 2023, we granted 275,780 RSUs to employees, which have annual vesting periods ranging from one to two years.

During the year ended December 31, 2024, we granted 4,948,914 RSUs to employees and non-employee directors, which have vesting periods ranging from vesting immediately to vesting in four years .

Subsequent to December 31, 2024, we granted 725,800 RSUs to employees, which have vesting periods ranging from eighteen months to two years .

The unamortized stock-based compensation expense related to all RSUs granted subsequent to December 31, 2024 is $ 2.2 million.

1 unchanged sentence

In July 2022, we granted 100,990 PSUs which vest on the achievement of specific revenue-based performance metrics ("2022 Bridg PSUs").

During the three months ended September 30, 2024, we reassessed the likelihood of achieving the second tranche of the 2022 Bridg PSUs and concluded that the achievement is no longer probable.

As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with this grant as a benefit to stock-based compensation during the three months ended September 30, 2024.

In March 2022 and August 2022, we granted 269,202 and 25,248 performance-based restricted stock units ("2022 PSUs"), respectively, consisting of three tranches.

In December 2022, the compensation committee of our board of directors certified that the first tranche's milestone related to the installation of our Ad Server at our FI partners had been achieved, which resulted in the immediate vesting of the first tranche representing 25 % of the grant.

In January 2025, the compensation committee of our board of directors certified that the second tranche's milestone had been achieved, which resulted in the immediate vesting of the second tranche representing 25 % of the grant.

The first two tranches each represent 25 % of the grant, and each vest upon the achievement of certain milestones related to the installation of our Ad Server at our FI Partners.

50 % of the third tranche vests upon the achievement of a certain number of advertisers purchasing both the Cardlytics and Bridg platforms at a target incremental billings amount over 2021, and the remaining 50 % of the tranche vests six months after this target is achieved.

During the three months-ended September 30, 2024, we reassessed the likelihood of achieving this PSU and concluded that the achievement is no longer probable.

In September 2021, we granted 6,666 PSUs which have the same unmet vesting conditions of the 2020 PSUs, 6,667 PSUs which have the same unmet revenue target vesting condition of the 2021 PSUs and 6,667 PSUs which have the same unmet different revenue target vesting condition of the 2021 PSUs as described below.

As discussed below, we concluded that the achievement of the 2020 PSUs and 2021 PSUs is no longer probable and have reversed the previously recognized cumulative expense in the respective period in which the 2020 PSUs and 2021 PSUs were determined to no longer be achievable.

As of April 1, 2024, the 2020 PSU was forfeited as the performance condition was not met during the performance period.

In July 2021, we granted 34,344 performance-based restricted stock units ("Bridg PSUs") which have performance-based vesting conditions based on the achievement of a minimum ARR target by the first anniversary of the Bridg acquisition.

16 unchanged sentences

As a result of the change in estimate, we have recognized the cumulative expense associated with the 2020 PSUs from the grant date as a benefit to stock-based compensation during the year ended December 31, 2022.

During 2019, we granted 1,252,500 performance-based RSUs ("2019 PSUs").

The 2019 PSUs are composed of four equal tranches, each of which have an independent performance-based vesting condition.

The vesting criteria for the four tranches are as follows:

• a minimum growth rate in Adjusted Contribution over a trailing 12-month period,

• a minimum number of advertisers that are billed above a specified amount over a trailing 12-month period,

• a minimum cumulative Adjusted EBITDA target over a trailing 12-month period, and

• a minimum trailing 30-day average closing price of our common stock.

The vesting conditions of each of the four tranches must be achieved within four years of the grant date.

Upon a vesting event, 50 % of the related tranche vests immediately, 25 % of the related tranche vests six months after the achievement date and 25 % of the related tranche vests 12 months after the achievement date.

Adjusted EBITDA and Adjusted Contribution are performance metrics defined within Item 2.

"Management's Discussion and Analysis of Financial Condition and Results of Operations." In August and November 2019, the compensation committee of our board of directors certified that the target minimum trailing 30-day average closing price of our common stock and target minimum cumulative Adjusted EBITDA over a trailing 12-month period, respectively, were achieved resulting in the immediate vesting of 50% of the related PSU tranches.

In February 2020, 25% of the 30-day average closing price of our common stock PSU tranche vested upon the six-month anniversary of the tranche's achievement date and the remaining 25% of the tranche vested in August 2020 upon the twelve-month anniversary of the tranche's achievement date.

In May 2020, 25% of the Adjusted EBITDA tranche vested upon the six-month anniversary of the tranche's achievement date, and the remaining 25% of the tranche vested in November 2020 upon the twelve-month anniversary of the tranche's achievement date.

In October 2021, the compensation committee of our board of directors certified that the target

number of advertisers that were billed over a specified amount during a trailing 12-month period had been achieved resulting in

the immediate vesting of 50% of the related PSU tranche.

In December 2021, the compensation committee of our board of directors certified that the target growth rate for Adjusted Contribution during a trailing 12-month period had been achieved resulting in the immediate vesting of 50% of the related PSU tranche.

With the exception of the 2020 PSUs, the 2021 PSUs, and any other PSUs tied to these vesting conditions, we believe that the achievement of all of the above referenced performance-based vesting conditions are probable before the awards' respective expiration dates.

On April 1, 2024, the 2020 PSU was forfeited as the performance condition was not met during the performance period.

With the exception of the 2021 PSUs, the third tranche of the 2022 PSUs, the second tranche of the 2022 Bridg PSUs and any other PSUs tied to these vesting conditions, we believe that the achievement of all of the above referenced performance-based vesting conditions are probable before the awards' respective expiration dates.

Employee Stock Purchase Plan

18 unchanged sentences

Federal $ — $ — $ —

Foreign — — —

Total current — — —

6 unchanged sentences

Income tax benefit $ — $ — $ 1,446

(1) The current income tax (expense) during 2023 excluded Indian income tax expenses of $0.1 million.

The current income tax (expense) during 2022 and 2021 excludes Indian income tax expense of $0.2 million, respectively.

The following table summarizes the significant differences between the U.S.

41 unchanged sentences

Pursuant to IRC Section 382, an ownership change occurs when the stock ownership of 5% stockholders increases by more than 50% over a testing period of three years.

We have experienced ownership changes in the past, and it is possible that we have undergone ownership changes subsequent to April 2, 2020, the date of our most recent evaluation, or that we may undergo such a change in the future.

We have experienced ownership changes in the past, with the last identified ownership change occurring on April 2, 2020.

We have analyzed whether we have experienced an additional ownership change through December 31, 2023 and have not identified an ownership change.

It is possible that we have experienced an ownership change during 2024 or that we may experience an ownership change in the future.

Any such ownership change may limit our ability to utilize net operating losses.

Our results during the years ended December 31, 2023, 2022 and 2021 reflect state tax credits related to hiring and research activities that are utilized through the reduction of state payroll tax withholdings totaling $ 1.4 million, $ 0.9 million and $ 1.3 million, respectively.

Our results during the years ended December 31, 2023 and 2022 reflect state tax credits related to hiring and research activities that are utilized through the reduction of state payroll tax withholdings totaling $ 1.4 million and $ 0.9 million, respectively.

During the year ended December 31, 2024, we recognized an expense in research and development expense of $ 1.4 million primarily from a revision to previously recognized credits.

As of December 31, 2024 and 2023, Cardlytics UK had gross net operating losses of $ 50.0 million and $ 55.7 million, respectively.

20 unchanged sentences

Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

During the years ended December 31, 2023 and 2022, we recognized a goodwill impairment of $ 70.5 million and $ 396.2 million, respectfully.

During the years ended December 31, 2024, 2023 and 2022, we recognized a goodwill impairment of $ 117.8 million, $ 70.5 million and $ 396.2 million, respectfully.

The fair value of our reporting units was classified in Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information.

4 unchanged sentences

• Level 3 - unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability at fair value.

Contingent consideration for the acquisition of Bridg

The contingent consideration for the acquisition of Bridg is composed of the First Anniversary Payment and the Second Anniversary Payment.

The fair value of contingent consideration in connection with the Bridg acquisition is as follows (in thousands):

December 31, 2023

Level 1 Level 2 Level 3 Total

Current contingent consideration $ — $ — $ 39,398 $ 39,398

Long-term contingent consideration — — 4,162 4,162

Total liabilities $ — $ — $ 43,560 $ 43,560

Included in the fair value table are cash equivalents and contingent consideration.

Cash equivalents are comprised of money market funds and U.S.

treasury bills stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity.

The fair values of cash equivalents are as follows (in thousands):

December 31, 2024

Level 1 Level 2 Level 3 Total

Current contingent consideration $ — $ — $ 104,121 $ 104,121

Long-term contingent consideration — — — —

Total liabilities $ — $ — $ 104,121 $ 104,121

Cash equivalents

Money market funds $ 32,332 $ — $ — $ 32,332

US Treasury Bills 13,450 — — 13,450

Total cash equivalents at fair value $ 45,782 $ — $ — $ 45,782

The contingent consideration for the acquisition of Bridg is composed of the payments per the Settlement Agreement.

The fair values of contingent consideration in connection with the Bridg acquisition are as follows (in thousands):

December 31, 2023

7 unchanged sentences

Decrease due to earnout settlement ( 45,114 ) ( 61,807 )

Change in fair value of contingent consideration 1,246 ( 128,174 )

Change in contingent consideration 5,817 1,246

Reclassification due to remaining payments being fixed per Settlement Agreement ( 4,263 ) —

Ending balance $ — $ 43,560

5 unchanged sentences

Pursuant to the Settlement Agreement we paid the Stockholder Representative $ 20.0 million in cash on January 26, 2024 and we issued 3,600,000 shares of our common stock on February 1, 2024.

The remaining cash payments related to the Settlement Agreement will be paid in two tranches with $3.0 million to be paid by January 31, 2025 and $2.0 million to be paid by June 30, 2025.

We subsequently paid the Stockholder Representative $ 3.0 million in cash on January 29, 2025.

The remaining $ 2.0 million cash payment related to the Settlement Agreement will be paid by June 30, 2025.

Refer to Note 13—Commitments and Contingencies for further information about the Bridg acquisition and related contingent consideration.

As of December 31, 2023, we have determined that the estimated fair value of the contingent consideration to be $43.6 million, exclusive of $2.8 million in broker fees and other costs, which is included in accrued expenses on our consolidated balance sheets.

We valued the shares of our common stock using a stock price of $6.06, which was the closing stock price of January 24, 2024, the day immediately preceding the Settlement Agreement date.

The following table summarizes key assumptions used for estimating the fair value of the contingent consideration:

December 31, 2022

Revenue volatility 20.0 %

Revenue discount rate 8.7 %

Weighted average cost of capital 17.0 %

Common stock volatility 156.0 %

Portion to be paid in cash 30.0 %

As of December 31, 2024, the contingent consideration is valued at $ 4.6 million , exclusive of $ 0.3 million in broker fees and other costs, which is included in accrued expenses on our consolidated balance sheets.

We determined the present value of the contingent consideration by discounting the future payments to be paid by January 31, 2025 and June 30, 2025.

As the remaining

payments are fixed as per the Settlement Agreement, the contingent consideration is no longer subject to ASC 820, Fair Value Measurement.

COMMITMENTS AND CONTINGENCIES

Implementation Costs

Agreements with certain partners require us to fund the development of specific enhancements, pay for certain implementation fees, or make milestone payments upon the deployment of our solution.

Amounts paid to partners are included in deferred implementation costs on our consolidated balance sheets the earlier of when paid or earned and are amortized over the remaining term of the related contractual arrangements.

Amortization and impairment is included in Partner Share and other third-party costs on our consolidated statements of operations and is presented in amortization and impairment of deferred implementation costs on our consolidated statement of cash flows.

Certain of these agreements provide for future reductions in Partner Share due to the partner.

These reductions in Partner Share are recorded as a reduction to deferred implementation costs and also result in a cumulative adjustment to accumulated amortization.

During 2021, we recognized write offs of deferred implementation costs totaling $1.0 million, respectively, in Partner Share and other third-party costs on our consolidated statements of operations, upon the notification from one of our partners about plans to end the use of certain platform features prior to the end of our contractual arrangement with the partner.

The following table presents changes in deferred implementation costs (in thousands):

2023 2022 2021

Beginning balance $ — $ — $ 3,785

Recoveries through Partner Share — — —

Amortization — — ( 2,826 )

Impairment — — ( 959 )

Ending balance $ — $ — $ —

We had a minimum Partner Share commitment to a certain FI partner totaling $ 10.0 million over a 12-month period which ended on March 31, 2023.

We have accrued $4.5 million for the Partner Share shortfall, included within Partner Share liability on our condensed consolidated balance sheet.

We have paid, or are paying this shortfall on a quarterly basis from October 1, 2023 through June 30, 2024.

During the years ended December 31, 2023 and 2022, we recognized $1.3 million and $3.2 million, respectively, of expected minimum Partner Share commitment shortfalls within Partner Share and other third-party costs on our condensed consolidated statements of operations.

As of December 31, 2023, we paid $1.2 million of our shortfall.

We had accrued $ 4.5 million for the Partner Share shortfall, included within Partner Share liability on our consolidated balance sheet.

As of December 31, 2024, we paid $ 4.5 million of our shortfall extinguishing our minimum Partner Share liability.

During the years ended December 31, 2024 and 2023, we recognized zero and $ 1.3 million, respectively, of expected minimum Partner Share commitment shortfalls within Partner Share and other third-party costs on our consolidated statements of operations.

Other Commitments

1 unchanged sentence

Refer to Note 7—Leases for further details.

In September 2020, we issued convertible senior notes with an aggregate principal amount of $ 230.0 million bearing an interest rate of 1.00 % due in 2025.

In September 2020, we issued convertible senior notes with an aggregate principal amount of $ 230.0 million bearing an interest rate of 1.00 % due in September 2025.

During the nine months ended September 30, 2024, we partially paid down the 2020 Convertible Senior Notes and issued 2024 Convertible Senior Notes with an aggregate principal amount of $ 172.5 million bearing an interest rate of 4.25 % due on April 1, 2029.

Refer to Note 9—Debt and Financing Arrangements for further details.

1 unchanged sentence

In March 2022, we entered into a cloud hosting arrangement guaranteeing an aggregate spend of $ 7.2 million over the first twelve months of the arrangement.

In January 2023, we renewed a cloud hosting arrangement guaranteeing an aggregated spend of $ 13.5 million over a 12 month period.

In January 2024, we renewed our agreement guaranteeing an aggregated spend of $ 17.0 million each year over the next thirty-six month period.

12 unchanged sentences

After review of the determination by the independent accountant, we filed a verified complaint in the Delaware Court of Chancery in May 2023 seeking declaratory judgment that a certain portion of the independent accountant's determination related to the First Anniversary ARR be stricken as null and void.

Subsequently, on January 25, 2024, we entered into a settlement agreement (the "Settlement Agreement") with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, including the First Anniversary Payment Amount, pursuant to which we agreed to pay $25 million in cash and issue 3.6 million shares of our common stock to the Stockholder Representative.

Subsequently, on January 25, 2024, we entered into the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, including the First Anniversary Payment Amount, pursuant to which we agreed to pay $ 25.0 million in cash and issue 3,600,000 shares of our common stock to the Stockholder Representative, inclusive of broker fees and transaction bonuses and to dismiss our verified complaint in the Delaware Court of Chancery.

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.

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.

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.

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.

7 unchanged sentences

2020 Convertible Senior Notes 541 2,701 2,701

Restricted stock units 5,491 5,956 2,294

2024 Convertible Senior Notes 9,573 — —

Unvested restricted stock units 4,507 5,491 5,956

Common stock issuable pursuant to the ESPP 150 65 95

4 unchanged sentences

represent our proprietary advertising channels and are aggregated into one reportable segment given their similar economic characteristics, nature of service, types of customers and method of distribution.

Subsequent to the acquisition of Bridg, our CODM began reviewing Bridg's revenue and operating expenses.

Therefore, we consider the Bridg platform to be a separate operating segment.

Our CODM allocates resources to, and evaluates the performance of, our operating segments based on revenue and Adjusted Contribution.

Our CODM allocates resources to, and evaluates the performance of, our operating segments based on Adjusted Contribution.

Our CODM uses Adjusted Contribution extensively to measure the efficiency of our advertising platform, make decisions to manage advertising campaigns and evaluate our operational performance.

We view Adjusted Contribution as an important operating measure of our financial results.

We believe that Adjusted Contribution provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and Board of Directors.

Our CODM does not review assets by operating segment for the purposes of evaluating performance or allocating resources.

2 unchanged sentences

The accounting policies of each of our reportable segments are the same as those described in the summary of significant accounting policies.

Refer to Note 6—Revenue for further information.

The following table provides information regarding our reportable segments (in thousands):

3 unchanged sentences

Revenue $ 255,615 $ 285,425 $ 277,185

Adjusted Partner Share and other third-party costs (1)

Adjusted Partner Share 122,370 144,502 147,872

Other third-party costs (1)

4,171 5,405 6,332

2 unchanged sentences

Revenue $ 22,683 $ 23,779 $ 21,357

Adjusted Partner Share and other third-party costs (1)

671 1,303 409

Adjusted Contribution $ 23,108 $ 20,054 $ 7,953

Revenue $ 309,204 $ 298,542 $ 267,116

Adjusted Partner Share and other third-party costs (1)

Adjusted Partner Share — — —

Other third-party costs (1)

1,220 671 1,303

Adjusted Contribution $ 21,463 $ 23,108 $ 20,054

(1) Adjusted Partner Share and other third-party costs presented above represents GAAP Partner Share and other third-party data costs less deferred implementation costs, which is detailed below in our reconciliation of GAAP loss before income taxes to Adjusted Contribution.

(1) Other third-party costs above primarily represents media and data costs that we incur to support the Cardlytics and Bridg platform.

Adjusted Contribution

Adjusted Contribution measures the degree by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners.

Adjusted Contribution demonstrates how incremental revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments.

Adjusted Contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost.

Adjusted Contribution demonstrates how incremental Revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administrative and other investments.

Adjusted Contribution is calculated by taking our total Revenue less our Partner Share and other third-party costs.

Adjusted Contribution does not take into account all costs associated with generating Revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns.

Management views Adjusted Contribution as the most relevant metric to measure the financial performance as it reflects the dollars we keep after all of our partners are paid.

The following table presents a reconciliation of loss before income taxes presented in accordance with GAAP to Adjusted Contribution (in thousands):

2 unchanged sentences

Adjusted Contribution $ 150,537 $ 158,626 $ 143,035

Deferred implementation costs (1)

Delivery costs 29,643 28,248 30,403

1 unchanged sentence

Research and development expense 49,607 51,352 54,435

General and administration expense 58,810 81,446 66,222

Change in fair value of contingent consideration 1,246 ( 128,174 ) 1,374

General and administrative expense 56,482 58,810 81,446

Change in contingent consideration 210 1,246 ( 128,174 )

Impairment of goodwill and intangible assets 131,595 70,518 453,288

Acquisition, integration and divestiture (benefits) costs ( 6,313 ) ( 2,874 ) 24,372

Acquisition, integration and divestiture costs (benefits) 161 ( 6,313 ) ( 2,874 )

Loss on divestitures — 6,550 —

1 unchanged sentence

Total non-operating (income) expense (1)

( 6,195 ) ( 968 ) 8,932

Loss before income taxes $ ( 189,304 ) $ ( 134,702 ) $ ( 466,710 )

(1) Deferred implementation costs is excluded from Adjusted Partner Share and other third-party costs, which is shown above in our reconciliation of GAAP revenue to Adjusted Contribution.

(1) Non-operating (income) expense includes interest income, interest expense and foreign currency loss.

As a percentage of our total consolidated revenues, revenues from external customers in the United States for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 was 92 %, 94 % and 91 %, respectively.

Revenues from external customers are attributed to individual countries based on the location of the customer arrangements.

Our results of operations and our financial condition are not significantly reliant upon any single customer.

The following tables provide geographical information (in thousands):

12 unchanged sentences

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

A majority of our cash and cash equivalents are held in fully FDIC–insured demand deposit accounts that distribute funds, and credit risk, over a vast number of financial institutions.

Our remaining cash and cash equivalents are held in treasury obligation funds and money market accounts with six financial institutions, which we believe are of high credit quality.

A majority of our cash and cash equivalents are held in treasury obligation funds and money market accounts at financial institutions with high credit facility.

Our remaining cash and cash equivalents are held in fully FDIC-insured demand deposit accounts that distribute funds, and credit risk, over a vast number of financial institutions.

As of December 31, 2024, we define a marketer as a customer who has a distinct contractual relationship with us, rather than aggregating by parent company.

2 unchanged sentences

Our Revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry.

During the years ended December 31, 2023 and 2022 our top five marketers accounted for 15% of our revenue for each period, with no marketer representing over 10% during each of 2023 and 2022.

During the year ended December 31, 2021 our top five marketers accounted for 27% of our revenue, with one marketer accounting for over 10% during 2021.

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.

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.

5 unchanged sentences

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 2023 the top FI partner represented over 50% and the second and third largest FI partners each represented over 10% of Partner Share.

During 2022 and 2021 the top two FI partners represented over 20% and 25%, respectively, and the third largest FI partner representing over 10% of Partner Share for each period.

During 2024 and 2023 the top FI partner represented over 50 % and the second and third largest FI partners each represented over 10 % of Partner Share.

During 2022 the top two FI partners represented over 20 % and 25 %, respectively, and the third largest FI partner representing over 10 % of Partner Share for each period.

No other partner accounted for over 10% of Partner Share during these periods.

On March 14, 2024, we entered into an agreement with a new FI partner.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data