What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-04 compared with 2025-03-12 · 181 added, 171 removed, 469 unchanged (43% of the section changed)

22 unchanged sentences

However, these investments negatively impact our GAAP Revenue, which is reported net of Consumer Incentives.

Sale of Bridg Business

On January 23, 2026 (the “Signing Date”), we, PAR Technology Corporation (“PAR”) and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR (“Buyer”), entered into an asset purchase agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acquire all of our assets, properties and rights primarily related to, or primarily used in, the Bridg platform (the “Purchased Assets” and the sale thereof, the “Bridg Sale”), subject to certain exceptions.

In connection with the Bridg Sale, Buyer also agreed to assume certain liabilities and obligations of Cardlytics arising out of the use, ownership, possession, operation or sale of the Purchased Assets.

Other than the Purchased Assets, neither Buyer nor PAR will acquire any other assets of Cardlytics pursuant to the Bridg Sale.

Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, as promptly as practicable after the closing of the Bridg Sale (the “Closing” and the date thereof, the “Closing Date”), but in any event on the Closing Date, PAR will deliver to us a number of shares of common stock of PAR (“PAR Common Stock”) equal to the quotient obtained by dividing (i) (A) $27,500,000 plus (B) an adjustment amount for certain new customer contracts entered into by us prior to Closing less (C) an estimated closing net adjustment amount for revenue received by us for goods or services to be delivered or performed after the Closing pursuant to contacts assigned to Buyer in connection with the Bridg Sale (provided, that, the number pursuant to this (i) shall not exceed $30,000,000) by (ii) the volume weighted average price of a share of PAR Common Stock on the New York Stock Exchange for the 15 consecutive trading days ending on the trading day immediately prior to (and excluding) the Closing Date as reported by Bloomberg, L.P.

(“Purchase Consideration”).

PAR has also agreed to use reasonable best efforts to promptly file a registration statement with the SEC covering the resale of the shares of PAR Common Stock comprising the Purchase Consideration within three business days following the Closing Date, or, if later, PAR’s receipt of a completed investor questionnaire.

PAR has also agreed to use commercially reasonable efforts to keep such registration statement effective until the earlier of the date that all such shares of PAR Common Stock have been sold or otherwise disposed of or can be sold without restriction pursuant to Rule 144 (or any successor thereof) promulgated under the Securities Act.

The Closing is subject to the satisfaction or waiver of a number of customary closing conditions in the Purchase Agreement, including the absence of certain governmental restraints and the absence of a material adverse effect with respect to the Bridg platform or our ability to consummate the Bridg Sale.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law.

The CARES Act provides an employee retention credit ("ERC"), which is a refundable tax credit against certain payroll taxes.

During the year ended December 31, 2025, we evaluated the conditions of the ERC and determined that we were eligible during the first and second quarter of 2021.

As a result, we filed amended tax forms with the IRS claiming a tax credit of $5.3 million.

The amended tax form for the first quarter and second quarter of 2021 were approved and paid by the IRS, which resulted in a benefit of $5.3 million in operating expense and $0.8 million in interest income within the consolidated statement of operations during the year ended December 31, 2025.

The benefit of $5.3 million in operating expense is comprised of $0.9 million in delivery costs, $2.1 million in sales and marketing expense, $1.7 million in research and development expense, and $0.6 million in general and administrative expense.

Non-GAAP Measures and Other Performance Metrics

3 unchanged sentences

Year Ended December 31,

in thousands except per user amounts 2024 2023 2022

Cardlytics MAUs 166,943 162,148 154,550

Cardlytics ARPU $ 1.67 $ 1.91 $ 1.93

Cardlytics Monthly Active Users ("MAUs")

We define MAUs as targetable customers that have logged in and visited online or mobile applications containing offers, opened an email containing an offer, or redeemed an offer from the Cardlytics platform during a monthly period.

We then calculate a monthly average of these MAUs for the periods presented.

We believe that MAUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the marketing base that we offer to marketers.

We report only the total number of unique targetable customers within each FI.

in thousands except ACPU amounts 2025 2024 2023

Cardlytics MQUs 224,159 190,482 187,234

Cardlytics ACPU $ 0.50 $ 0.67 $ 0.72

Cardlytics Monthly Qualified Users ("MQUs")

We define MQUs as targetable customers that have made a transaction using their account with an FI Partner or other partners in a given month, excluding pilot supply during the ramp up period, and whose transaction data was shared with Cardlytics.

We then calculate a monthly average of these MQUs for the periods presented.

We believe that the number of MQUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers.

As of January 1, 2025, we no longer report Cardlytics Monthly Active Users given we do not receive equivalent user data from our newer bank partners.

We have applied this change to our reporting for current and prior periods in this Annual Report on Form 10-K.

Year Ended December 31, Change Year Ended December 31, Change

in thousands 2025 2024 # % 2024 2023 # %

Cardlytics MAUs 166,943 162,148 4,795 3 162,148 154,550 7,598 5

Cardlytics MAUs increased by 4.8 million during 2024 compared to 2023, primarily driven by organic growth of the existing FI partners in the U.K.

Cardlytics MQUs 224,159 190,482 33,677 18 190,482 187,234 3,248 2

Cardlytics MQUs increased by 33.7 million during 2025 compared to 2024, primarily driven by organic growth of the existing FI partners in the U.K.

and a new FI Partner in the U.K.

Cardlytics MAUs increased by 7.6 million during 2023 compared to 2022, primarily driven by organic growth of the existing FI partners in the U.K.

Cardlytics MQUs increased by 3.2 million during 2024 compared to 2023, primarily driven by organic growth of the existing FI partners in the U.K.

and a new FI Partner in the U.K.

Cardlytics Average Revenue per User ("ARPU")

We define ARPU as the total Revenue generated in the applicable period calculated in accordance with generally accepted accounting principles in the United States ("GAAP"), divided by the average number of MAUs in the applicable period.

We believe that ARPU is an indicator of the value of our relationships with our FI partners with respect to the Cardlytics platform.

Cardlytics Adjusted Contribution per User ("ACPU")

We define ACPU as the Cardlytics platform Adjusted Contribution generated in the applicable period, divided by Cardlytics average MQUs in the applicable period.

We believe that Adjusted Contribution is the most relevant metric as it reflects the value Cardlytics keeps after subtracting out rewards, Partner Share and other third-party costs.

We believe that ACPU measures the Cardlytics platform's efficiency in converting marketer budgets into the value generated by customer engagement.

Beginning on January 1, 2025, we no longer report Cardlytics Average Revenue per User.

We have applied this change to our reporting for current and prior periods in this Annual Report on Form 10-K.

Year Ended December 31, Change Year Ended December 31, Change

2025 2024 $ % 2024 2023 $ %

Cardlytics ARPU $ 1.67 $ 1.91 (0.24) (13) $ 1.91 $ 1.93 (0.02) (1)

Cardlytics ARPU decreased by $0.24 during 2024 compared to 2023 as a result of a $21.3 million increase in Consumer Incentives due to changes to our targeting and ranking system that led to higher engagement.

Cardlytics ARPU decreased by $0.02 during 2023 compared to 2022 as a result of a $0.3 million increase in Consumer Incentives due to changes to our targeting and ranking system that led to higher engagement.

Cardlytics ACPU $ 0.50 $ 0.67 (0.17) (25) $ 0.67 $ 0.72 (0.05) (7)

Cardlytics ACPU decreased by $0.17 during 2025 compared to 2024 primarily as a result of lower billings and the ramp up of our newest FI Partner.

Cardlytics ACPU decreased by $0.05 during 2024 compared to 2023 primarily as a result of lower billings and the ramp up of our newest FI Partner.

Non-GAAP Metrics

8 unchanged sentences

Adjusted Net Loss $ (17,288) $ (18,909) $ (31,921)

Net cash used in operating activities $ (8,824) $ (185) $ (53,904)

Net cash provided by/(used in) operating activities $ 9,290 $ (8,824) $ (185)

Free Cash Flow $ (6,492) $ (28,122) $ (12,577)

26 unchanged sentences

stock-based compensation expense;

foreign currency loss (gain);

foreign currency (gain)/loss;

gain on debt extinguishment;

1 unchanged sentence

change in contingent consideration;

impairment of goodwill and intangible assets, loss on divestiture;

impairment of goodwill and intangible assets, (gain)/loss on divestiture;

restructuring and reduction of force;

1 unchanged sentence

We do not consider these excluded items to be indicative of our core operating performance.

Of these items depreciation and amortization expense, stock-based compensation expense, gain on debt extinguishment, impairment of goodwill and intangible assets and foreign currency loss (gain) are non-cash impacting.

Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net loss in order to calculate Adjusted EBITDA.

12 unchanged sentences

We define Adjusted Net Loss as our Net Loss before stock-based compensation expense;

foreign currency loss (gain);

foreign currency (gain)/loss;

acquisition, integration and divestiture costs (benefits);

3 unchanged sentences

gain on debt extinguishment;

loss on divestiture;

(gain)/loss on divestiture;

restructuring and reduction of force;

and income tax benefit, in applicable periods, certain other income and expense items.

and income tax benefit, and in applicable periods, certain other income and expense items.

We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted.

Free Cash Flow

We define Free Cash Flow as net cash used in operating activities, plus acquisition of property and equipment, capitalized software development costs and acquisition of patents.

We define Free Cash Flow as net cash provided by/(used in) operating activities, plus acquisition of property and equipment and capitalized software development costs.

We believe Free Cash Flow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business.

4 unchanged sentences

Billings $ 384,958 $ 443,840 (58,882) (13) $ 443,840 $ 453,426 (9,586) (2)

Billings decreased by $9.6 million during 2024 compared to 2023, primarily driven by an increase of $45.7 million in sales to new marketers, offset by a $55.3 million net decrease in sales to existing marketers.

Billings increased by $10.9 million during 2023 compared to 2022, primarily driven by an increase of $32.8 million in sales to new marketers, offset by a $21.9 million decrease in sales to existing marketers.

The following table presents a reconciliation of billings to revenue, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

Billings decreased by $58.9 million during 2025 compared to 2024, primarily driven by a $98.8 million net decrease in sales to existing marketers, partially offset by an increase of $39.9 million in sales to new marketers.

Billings decreased by $9.6 million during 2024 compared to 2023, primarily driven by a $55.3 million decrease in sales to existing marketers, partially offset by an increase of $45.7 million in sales to new marketers.

The following table presents a reconciliation of Billings to Revenue, the most directly comparable GAAP measure, for each of the periods indicated:

Year Ended December 31,

2024 2023 2022

in thousands 2025 2024 2023

Revenue $ 233,273 $ 278,298 $ 309,204

10 unchanged sentences

Adjusted Contribution

The following table presents a reconciliation of Adjusted Contribution to gross profit, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

The following table presents a reconciliation of Adjusted Contribution to Gross Profit, the most directly comparable GAAP measure, for each of the periods indicated:

Year Ended December 31,

2024 2023 2022

in thousands 2025 2024 2023

Revenue $ 233,273 $ 278,298 $ 309,204

8 unchanged sentences

Adjusted EBITDA

The following table presents a reconciliation of Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

The following table presents a reconciliation of Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated:

Year Ended December 31,

2024 2023 2022

in thousands 2025 2024 2023

Net Loss $ (103,488) $ (189,304) $ (134,702)

4 unchanged sentences

Change in contingent consideration 102 210 1,246

Foreign currency loss (gain) 1,269 (3,304) 6,376

Foreign currency (gain)/loss

(6,247) 1,269 (3,304)

Impairment of goodwill and intangible assets 58,843 131,595 70,518

Gain on debt extinguishment — (13,017) —

Loss on divestiture — 6,550 —

(Gain)/loss on divestiture (4,831) — 6,550

Restructuring and reduction of force 3,825 — —

Income tax benefit — — (1,446)

Adjusted EBITDA $ 10,057 $ 2,523 $ 3,771

Adjusted Net Loss

The following table presents a reconciliation of Adjusted Net Loss to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

The following table presents a reconciliation of Adjusted Net Loss to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated:

Year Ended December 31,

2024 2023 2022

in thousands 2025 2024 2023

Net Loss $ (103,488) $ (189,304) $ (134,702)

Stock-based compensation expense 28,129 40,367 40,980

Foreign currency loss (gain) 1,269 (3,304) 6,376

Foreign currency (gain)/loss

(6,247) 1,269 (3,304)

Acquisition, integration and divestiture costs (benefits) 561 161 (6,313)

3 unchanged sentences

Gain on debt extinguishment — (13,017) —

Loss on divestiture — 6,550 —

(Gain)/loss on divestiture (4,831) — 6,550

Restructuring and reduction of force 3,825 — 8,139

5 unchanged sentences

Free Cash Flow

The following is a reconciliation of free cash flow to the most comparable GAAP measure, net cash used in operating activities (in thousands):

The following is a reconciliation of Free Cash Flow to the most comparable GAAP measure, Net cash provided by/(used in) operating activities:

Year Ended December 31,

2024 2023 2022

Net cash used in operating activities $ (8,824) $ (185) $ (53,904)

in thousands 2025 2024 2023

Net cash provided by/(used in) operating activities $ 9,290 $ (8,824) $ (185)

Acquisition of property and equipment (480) (1,562) (667)

Acquisition of patents — — (175)

Capitalized software development costs (15,302) (17,736) (11,725)

52 unchanged sentences

The impairment analysis involves determining whether the estimated fair value of each intangible asset exceeds its carrying amount.

Our estimation of the fair value of definite lived intangible assets include the use of discounted cash flow analyses, which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows and discount rates.

Our estimation of the fair value of definite lived intangible assets includes the use of discounted cash flow analyses, which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows and discount rates.

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

1 unchanged sentence

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.

Loss on divestiture

Loss on divestiture of businesses consists of loss on the sale of a business during the year ended December 31, 2023.

(Gain) Loss on Divestiture

(Gain) Loss on divestiture of businesses consists of a gain on the dissolution of a business during the year ended December 31, 2025.

Depreciation and Amortization Expense

7 unchanged sentences

These are primarily non-cash and are associated with debt payment transactions which are non-recurring.

Components Subject to Future Change - Sale of Bridg Business

Certain components of our results of operations, including revenue and operating expenses, may be impacted by the pending sale of our Bridg business.

Until the closing of the transaction, Bridg results are included in our consolidated financial statements.

Following the closing, we expect revenue, cost of revenue, and operating expenses associated with the Bridg platform to be excluded from our ongoing results of operations, and certain components may change as a result.

Results of Operations

The following table sets forth our consolidated statements of operations (in thousands):

The following table sets forth our consolidated statements of operations:

Year Ended December 31,

2024 2023 2022

in thousands 2025 2024 2023

Revenue $ 233,273 $ 278,298 $ 309,204

8 unchanged sentences

Impairment of goodwill and intangible assets 58,843 131,595 70,518

Loss on divestiture — 6,550 —

(Gain)/Loss on divestiture (4,831) — 6,550

Depreciation and amortization expense 25,244 25,689 26,460

1 unchanged sentence

Operating loss (101,816) (195,499) (135,670)

Other income (expense):

Other (expense) income:

Interest expense, net (7,919) (5,553) (2,336)

Foreign currency (loss) gain (1,269) 3,304 (6,376)

Foreign currency gain/(loss) 6,247 (1,269) 3,304

Gain on debt extinguishment — 13,017 —

Total other income (expense) 6,195 968 (8,932)

Total other (expense) income (1,672) 6,195 968

Loss before income taxes (103,488) (189,304) (134,702)

12 unchanged sentences

% of Billings 61 % 63 %

The $30.9 million decrease in Revenue during 2024 compared to 2023 was comprised of a $9.6 million decrease in Billings and a $21.3 million increase in Consumer Incentives.

In 2024, Consumer Incentives grew faster than Billings, due to higher engagement and a one-time $2.2 million rewards benefit that we realized in 2023.

The $45.0 million decrease in Revenue during 2025 compared to 2024 was comprised of a $58.9 million decrease in Billings, partially offset by a $13.9 million decrease in Consumer Incentives.

In 2025, Consumer Incentives decreased at a lower rate than Billings, primarily due to strategic decisions to drive incremental performance for our advertisers as well as optimization of our network.

Costs and Expenses

4 unchanged sentences

% of Revenue 44 % 46 %

Partner Share and other third-party costs decreased by $22.8 million during 2024 compared to 2023 , partially due to a decrease of $1.3 million from a Partner Share commitment shortfall accrual in 2023 that did not reoccur in 2024 .

Excluding this shortfall commitment, the balance in Partner Share and other third-party costs decreased by $21.5 million .

The decrease is primarily driven by lower top line billings, a renegotiation of terms with a certain FI Partner and changes in Partner Share mix.

Partner Share and other third-party costs decreased by $24.8 million during 2025 compared to 2024 , primarily driven by lower top line billings and changes in Partner mix.

Delivery Costs

1 unchanged sentence

in thousands 2025 2024 $ %

Delivery costs excluding stock-based compensation expense $ 26,963 $ 25,821 $ 1,142 4 %

Delivery costs excluding stock-based compensation expense and reduction in force $ 23,322 $ 26,963 $ (3,641) (14) %

Stock-based compensation expense 1,673 2,680 (1,007) (38)

Reduction in force 716 — 716 n/a

Total delivery costs $ 25,711 $ 29,643 $ (3,932) (13) %

% of Revenue 11 % 11 %

Total delivery costs increased by $1.4 million during 2024 compared to 2023 .

Delivery costs excluding stock-based compensation increased by $1.1 million during 2024 compared to 2023 , driven by a $2.3 million increase in data storage, partially offset by $0.5 million reduction in desktop software licenses, a $0.5 million reduction in data center expenses, and a $0.2 million reduction in staff expense.

Total delivery costs decreased by $3.9 million during 2025 compared to 2024 .

Delivery costs excluding stock-based compensation and reduction in force decreased by $3.6 million during 2025 compared to 2024 , driven by a decrease of $3.2 million in staff expense, $0.2 million in data storage and data center expense , $0.2 million in desktop software licenses.

The decrease in staff expense includes a $0.9 million benefit associated with the first and second quarter 2021 employee retention tax credit.

The decrease in data storage includes a $ 0.8 million expense resulting from a shortfall associated with a guaranteed minimum spend on our cloud hosting agreement.

Refer to Note 13—Commitments and Contingencies to our consolidated financial statements for further details.

Sales and Marketing Expense

1 unchanged sentence

in thousands 2025 2024 $ %

Sales and marketing expense excluding stock-based compensation expense $ 42,632 $ 44,801 $ (2,169) (5) %

Sales and marketing expense excluding stock-based compensation expense and reduction in force $ 33,922 $ 42,632 $ (8,710) (20) %

Stock-based compensation expense 4,611 10,017 (5,406) (54)

Reduction in force 945 — 945 n/a

Total sales and marketing expense $ 39,478 $ 52,649 $ (13,171) (25) %

1 unchanged sentence

Total sales and marketing expenses decreased by $13.2 million during 2025 compared to 2024.

Sales and marketing expenses excluding stock-based compensation decreased by $2.2 million during 2024 compared to 2023 primarily due to a $2.2 million decrease in staff expenses, mostly related to the divestiture of entertainment in December 2023, a $0.3 million decrease in training, dues and subscriptions expenses, and a $0.3 million decrease in travel and entertainment, partially offset by a $0.5 million increase in marketing events and a $0.1 million increase in software licenses.

Sales and marketing expenses excluding stock-based compensation and reduction in force decreased by $8.7 million during 2025 compared to 2024 primarily due to a decrease of $7.2 million in staff expenses, $0.9 million in marketing events, $0.5 million in travel and entertainment and $0.1 million in dues and subscriptions.

The decrease in staff expense includes a $2.1 million benefit associated with the first and second quarter 2021 employee retention tax credit.

Research and Development Expense

1 unchanged sentence

in thousands 2025 2024 $ %

Research and development expense excluding stock-based compensation expense $ 34,650 $ 34,960 $ (310) (1) %

Research and development expense excluding stock-based compensation expense and reduction in force $ 27,662 $ 34,650 $ (6,988) (20) %

Stock-based compensation expense 10,431 14,957 (4,526) (30)

Reduction in force 1,672 — 1,672 n/a

Total research and development expense $ 39,765 $ 49,607 $ (9,842) (20) %

% of Revenue 17 % 18 %

Total research and development expenses decreased $1.7 million in 2024 compared to 2023.

Research and development expenses excluding stock-based compensation decreased by $0.3 million during 2024 compared to 2023, primarily due to a $0.8 million decrease in professional fees, a $0.3 million decrease in administrative expenses, and a $0.2 million decrease in staff expenses partially offset by a $1.0 million increase in data storage and data center expense.

Total research and development expenses decreased by $9.8 million in 2025 compared to 2024.

Research and development expenses excluding stock-based compensation and reduction in force decreased by $7.0 million during 2025 compared to 2024, primarily due to a decrease of $4.8 million in staff expenses, $1.3 million in data storage and data center expense, $0.8 million in desktop software licenses and $0.1 million in professional fees.

The decrease in staff expense includes a $1.7 million benefit associated with the first and second quarter 2021 employee retention tax credit.

General and Administrative Expense

1 unchanged sentence

in thousands 2025 2024 $ %

General and administrative expense excluding stock-based compensation expense $ 43,769 $ 49,273 $ (5,504) (11) %

General and administrative expense excluding stock-based compensation expense and reduction in force $ 35,362 $ 43,769 $ (8,407) (19) %

Stock-based compensation expense 11,414 12,713 (1,299) (10)

Reduction in force 491 — 491 n/a

Total general and administrative expense $ 47,267 $ 56,482 $ (9,215) (16) %

1 unchanged sentence

Total general and administrative expenses decreased by $9.2 million during 2025 compared to 2024 .

General and administrative expense excluding stock-based compensation decreased by $5.5 million during 2024 compared to 2023 , primarily due to a $4.0 million decrease in software licenses and data storage related to our transition to the cloud and the divestiture of Entertainment, a $3.8 million decrease in professional fees, a $1.2 million decrease in staff expenses and a $1.2 million decrease in lease expenses, partially offset by a $4.3 million increase in bad debt and a $0.4 million increase in travel and entertainment expense.

General and administrative expense excluding stock-based compensation and reduction in force decreased by $8.4 million during 2025 compared to 2024 , primarily due to a decrease of $4.0 million in bad debt, $1.4 million in professional fees, $1.0 million in software licenses and data storage, $0.8 million in staff expenses, $0.7 million in travel and entertainment expense, $0.3 million in lease expenses and

$0.2 million in administrative expenses.

The decrease in staff expense includes a $0.6 million benefit associated with the first and second quarter 2021 employee retention tax credit.

Stock-based Compensation Expense

The following table summarizes the allocation of stock-based compensation in the consolidated statements of operations (dollars in thousands):

The following table summarizes the allocation of stock-based compensation in the consolidated statements of operations:

Year Ended December 31, Change

2024 2023 $ %

in thousands 2025 2024 $ %

Delivery costs $ 1,673 $ 2,680 $ (1,007) (38) %

4 unchanged sentences

% of Revenue 12 % 15 %

Stock-based compensation expense decreased by $0.6 million during 2024 compared to 2023.

In 2024, we reversed the expense associated with the 2022 PSUs, the second tranche of the 2022 Bridg PSUs, and the restricted share awards related to the departure of a key executive.

In 2024, we also granted restricted share awards to a key executive.

In 2023, we reversed the expense associated with the 2021 PSUs and restricted share awards related to certain executive departures.

Stock-based compensation expense decreased by $12.2 million during 2025 compared to 2024 primarily driven by higher forfeitures due to a reduction in headcount as a result of the reduction in force that occurred during 2025.

Refer to Note 10—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense.

Acquisition, integration and divestiture benefits

Acquisition, integration and divestiture

Year Ended December 31, Change

in thousands 2025 2024 $ %

Acquisition, integration and divestiture (benefits) $ 161 (6,313) $ 6,474 (103) %

Acquisition, integration and divestiture $ 561 161 $ 400 248 %

% of Revenue — % — %

During 2025, we incurred $0.6 million of costs, which related to divestiture expense consisting of professional fees associated with the Bridg Sale.

During 2024, we recognized a $0.1 million expense associated with the net working capital adjustment related to the divestiture of Entertainment.

During 2023, we incurred a $6.8 million benefit due to a reduction of brokerage fee related to the reduction of our estimate of contingent consideration related to the First Anniversary Payment Amount to Bridg, partially offset by a $0.5 million expense due to the divestiture of Entertainment.

Refer to Note 4—Business Combinations to our consolidated financial statements for additional information regarding these acquisitions.

Refer to Note 4—Business Combinations and Divestitures to our consolidated financial statements for additional information.

Change in contingent consideration

3 unchanged sentences

% of Revenue — % — %

During 2024, the change in contingent consideration was a $0.2 million expense as a result of the $6.1 million loss related to the change of contingent consideration to the former Bridg shareholders, almost entirely offset by the $5.9 million gain we recognized due to the Settlement Agreement.

During 2023 we realized a $1.2 million expense primarily due to the change in contingent consideration to the former Bridg shareholders.

During 2025, we realized an expense of $0.1 million primarily related to interest accretion associated with the contingent consideration.

During 2024, we realized an expense of $0.2 million primarily due to the change in value of contingent consideration to the former Bridg shareholders.

Refer to Note 12—Fair Value Measurements to our consolidated financial statements for additional information regarding the contingent consideration.

4 unchanged sentences

% of Revenue 25 % 47 %

During 2024, we recognized $131.6 million of impairment of goodwill and intangible assets related to the Bridg platform.

During 2023, we recognized $70.5 million of impairment of goodwill and intangible assets related to the Bridg platform.

During 2025, we recognized an impairment of $49.1 million on goodwill related to the Cardlytics platform in the U.S.

and an impairment of $9.7 million on capitalized software development costs associated with the Cardlytics asset group.

During 2024, we recognized an impairment of $117.8 million on goodwill related to the Bridg platform and an impairment of $13.7 million on the developed technology intangible asset associated with the Bridg asset group.

The impairment of goodwill and intangible assets resulted from a continued slowdown in the economy, decreased consumer spend, and a sustained decline in our stock price.

Refer to Note 5—Goodwill and Acquired Intangibles to our consolidated financial statements for additional information regarding the goodwill impairment.

Loss on divestiture

Refer to Note 5—Goodwill and Acquired Intangibles to our consolidated financial statements for additional information.

Gain on divestiture

Year Ended December 31, Change

in thousands 2025 2024 $ %

Loss on divestiture $ — $ 6,550 $ (6,550) n/a

Gain on divestiture $ (4,831) $ — $ (4,831) n/a

% of Revenue — % 3 %

On December 7, 2023 we sold and transferred substantially all of the assets of HSP EPI Acquisition, LLC ("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 statement of operations.

Refer to Note 4—Business Combinations to our consolidated financial statements for additional information regarding the loss on divestiture.

During 2025, we realized a non-cash gain of $4.8 million primarily related to the derecognition of the wallet liability associated with the decommissioning of the Dosh app, a consumer facing cashback mobile application, operated by Dosh Holding LLC.

Refer to Note 4—Business Combinations and Divestitures to our consolidated financial statements for additional information regarding the Gain on divestiture.

Depreciation and Amortization Expense

3 unchanged sentences

% of Revenue 11 % 9 %

Depreciation and amortization expense decreased by $0.8 million during 2024 compared to 2023, primarily due to a decrease in fixed assets.

Depreciation and amortization expense decreased by $0.4 million during 2025 compared to 2024, primarily due to a decrease in fixed assets and acquired intangible assets partially offset by an increase in capitalized software development.

Interest Expense, Net

5 unchanged sentences

% of Revenue (3) % (2) %

Interest expense, net increased by $3.2 million during 2024 compared to 2023 primarily due to an increase in our interest expense related to our 2024 Convertible Senior Notes, partially offset by repayment of our 2018 Line of Credit.

Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2024 Convertible Senior Notes.

Foreign Currency (Loss) Gain

Interest expense, net increased by $2.4 million during 2025 compared to 2024 due to an increase in our interest expense of $1.7 million and a decrease in our interest income of $0.6 million.

Interest expense increased as a result of the issuance of the 2024 Convertible Senior Notes during 2024 and the greater utilization of our 2018 Line of Credit during 2025, partially offset by a decrease in interest expense related to our 2020 Convertible Senior Notes, which were partially paid down during 2024 and fully settled in 2025.

Interest income decreased as a result of the decrease in our average cash balance, partially offset by $0.8 million in interest income associated with the first and second quarter 2021 employee retention tax credit.

Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2024 Convertible Senior Notes, 2020 Convertible Senior Notes and our 2018 Line of Credit.

Foreign Currency Gain (Loss)

Year Ended December 31, Change

in thousands 2025 2024 $ %

Foreign currency (loss) gain $ (1,269) $ 3,304 $ (4,573) (138) %

Foreign currency gain (loss) $ 6,247 $ (1,269) $ 7,516 (592) %

% of Revenue 3 % 1 %

Foreign currency loss was $1.3 million during 2024 compared to a gain of $3.3 million during 2023, primarily due to the change in the value of the British pound relative to the U.S.

Foreign currency gain was $6.2 million during 2025 compared to a loss of $1.3 million during 2024, primarily due to the change in the value of the British pound relative to the U.S.

Gain on Debt Extinguishment

3 unchanged sentences

% of Revenue — % 5 %

Gain on debt extinguishment was $13.0 million during 2024 compared to zero during 2023, due to the aggregated payment towards the 2020 Convertible Senior Notes in April 2024.

During 2024, we realized a Gain on debt extinguishment of $13.0 million due to the partial payment of the 2020 Convertible Senior Notes in April 2024.

Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2020 Convertible Senior Notes.

Liquidity and Capital Resources

The following table summarizes our cash and cash equivalents, restricted cash, working capital, accounts receivable and contract assets, net and unused available borrowings (in thousands):

The following table summarizes our cash and cash equivalents, working capital, accounts receivable and contract assets, net and unused available borrowings:

in thousands 2025 2024

Cash and cash equivalents $ 48,719 $ 65,594

3 unchanged sentences

Unused available borrowings (2)

60,000 16,688

(1) We define working capital as current assets less current liabilities.

17 unchanged sentences

Sources of Material Cash Requirements

2020 Convertible Senior Notes

On September 22, 2020, we issued convertible senior notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due on September 15, 2025 (the "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 between us and U.S.

Bank National Association, as trustee.

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.

Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the contingent consideration.

On April 1, 2024, we partially paid down the 2020 Convertible Senior Notes at prices below par and issued the 2024 Convertible Senior Notes (as defined below) with an aggregate principal amount of $172.5 million bearing an interest rate of 4.25% due on April 1, 2029 as described below.

The remaining portion not paid down on the 2020 Convertible Senior Notes are due on September 15, 2025.

Other Commitments

In January 2024, we renewed our cloud hosting arrangement guaranteeing an aggregated spend of $17.0 million each year over a 36-month period.

As of December 31, 2024 we have paid $19.4 million towards our cloud hosting arrangement guarantee.

During the second year of the agreement, we had $16.2 million of aggregated spend.

As a result of the shortfall, we have accrued $0.8 million within accrued expenses liability on our consolidated balance sheets.

Sources of Funds

6 unchanged sentences

2024 Convertible Senior Notes

On April 1, 2024, we issued $172.5 million in principal amount of our 4.25% Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes" and together with the 2020 Convertible Senior Notes, the "Notes") in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of 2024 Convertible Senior Notes.

On April 1, 2024, we issued $172.5 million in principal amount of our 4.25% Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes") in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of 2024 Convertible Senior Notes.

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

3 unchanged sentences

2018 Loan Facility

On May 21, 2018, we entered into a Loan and Security Agreement with Banc of California, N.A.

(the "Lender"), formerly known as Pacific Western Bank, consisting of a $30.0 million asset-based revolving line of credit ("2018 Line of Credit") and a $20.0 million term loan ("2018 Term Loan") (collectively, the "2018 Loan Facility").

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 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.

This amendment also extended the maturity date of the 2018 Loan Facility from May 14, 2021 to December 31, 2022.

On April 29, 2022, we amended our 2018 Loan Facility to increase the capacity of our Line of Credit from $50.0 million to $60.0 million with an option to increase to $75.0 million upon syndication.

This amendment also extended the maturity date of the 2018 Loan Facility from December 31, 2022 to April 29, 2024, and further stated that if we had positive Adjusted EBITDA by December 31, 2024, we could extend the maturity date of the loan to April 29, 2025.

In April 2022, we amended our loan facility with Pacific Western Bank (the "2018 Loan Facility") to increase the capacity of our asset-backed revolving line of credit (the "2018 Line of Credit") from $50.0 million to $60.0 million with an option to increase to $75.0 million upon syndication.

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 U.K.

In November 2022, we amended our 2018 Loan Facility to modify the eligible account receivable to exclude U.K.

accounts, reduce the ability to borrow up to 85% of the amount of our eligible accounts receivable to 50% and adjusted the required minimum level of Adjusted Contribution.

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.

On May 3, 2023, we amended our 2018 Loan Facility to modify the covenants related to the maximum amount of cash we are allowed to pay for the First Anniversary Payment Amount and Second Anniversary Payment Amount under the Merger Agreement.

On February 9, 2024, we amended our 2018 Loan Facility to increase the ability to borrow up to 75% of the amount of our eligible accounts receivable, adjusted the required minimum level of Adjusted EBITDA and increased the interest rate to the prime rate plus 0.25%.

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

In February 2023, we amended our 2018 Loan Facility to remove and replace the former Adjusted Contribution covenant with a requirement to maintain a minimum level of Adjusted EBITDA.

In May 2023, we amended our 2018 Loan Facility to modify the covenants related to the maximum amount of cash we are allowed to pay for the First Anniversary Payment Amount and Second Anniversary Payment Amount under the Merger Agreement.

In February 2024, we amended our 2018 Loan Facility to increase the ability to borrow up to 75% of the amount of our eligible accounts receivable, adjusted the required minimum level of Adjusted EBITDA and increased the interest rate to the prime rate plus 0.25%.

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.

9 unchanged sentences

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.

The amendment also established a reserve and included an extension of the maturity date of the loan to July 31, 2026.

In September 2024, we entered into an amended and restated Loan and Security Agreement, which amended and restated the original Loan and Security Agreement to consolidate the original agreement and all subsequent amendments thereto into a single document.

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

In January 2025, we amended our 2018 Loan Facility to decrease our required minimum level of Adjusted EBITDA.

In April 2025, we amended our 2018 Loan Facility to extend the maturity date of the loan to April 15, 2028.

As of December 31, 2025, we had net borrowings of $40.1 million under the 2018 Line of Credit, which includes total draw downs of $56.0 million and repayments totaling $15.9 million during the year ended December 31, 2025.

Subsequent to December 31, 2025, we repaid $10.0 million on February 25, 2025 under the 2018 Line of Credit.

During the years ended December 31, 2025 and 2024, we incurred $1.5 million and $0.7 million of interest expense, respectively, associated with the 2018 Loan Facility.

As of December 31, 2025, we had $8.5 million of unused available borrowings under our 2018 Line of Credit.

10 unchanged sentences

Historical Cash Flows

In this section, we discuss the activity of our cash flows for the year ended December 31, 2024 and the year ended December 31, 2023.

For a discussion of the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2022.

The following table shows a summary of our cash flows for the periods presented (in thousands):

In this section, we discuss the activity of our cash flows for the year ended December 31, 2025 compared to the year ended December 31, 2024.

For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2024.

The following table shows a summary of our cash flows for the periods presented:

Year Ended December 31,

in thousands 2025 2024

Cash, cash equivalents and restricted cash at beginning of period $ 65,594 $ 91,830

Net cash used in operating activities (8,824) (185)

Net cash provided by (used in) operating activities 9,290 (8,824)

Net cash used in investing activities (15,302) (18,746)

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

Net cash (used in) provided by financing activities (11,122) 1,444

Effect of exchange rates on cash, cash equivalents and restricted cash 259 (110)

2 unchanged sentences

Historically, we have experienced negative operating cash flows, which reflects our investments to grow our business.

Over time, we expect our business to generate positive operating cash flows.

we expect our business to generate positive operating cash flows.

Given the seasonal nature of our marketer's advertising spending and our continued investment in our business, we may experience periods of negative operating cash flows from operations.

Operating activities provided $9.3 million of cash in 2025, which reflected our net loss of $103.5 million, $107.1 million of which were non-cash charges, and a $5.7 million change in our net operating assets and liabilities.

The non-cash charges primarily related to credit loss expense, depreciation and amortization expense (including the amortization of acquired intangible assets), stock-based compensation expense, impairment of goodwill and intangible assets, amortization of right-of-use assets, changes in contingent consideration, gain/(loss) on divestiture and gain on debt extinguishment.

The change in our net operating assets and liabilities was primarily due to a $20.6 million decrease in accounts receivable and contract assets and $1.8 million decrease in prepaid expense, partially offset by an $8.2 million decrease in Partner Share, $8.0 million decrease in our Consumer Incentive liability and $0.7 million decrease in other accrued expenses.

Operating activities used $8.8 million of cash in 2024, which reflected our net loss of $189.3 million, $196.3 million of which were non-cash charges, and a $15.8 million change in our net operating assets and liabilities.

1 unchanged sentence

The change in our net operating assets and liabilities was primarily due to a $12.5 million increase in accounts receivable and contract assets, a $6.6 million decrease in other accrued expenses, and a $7.1 million decrease in our Consumer Incentive liability, partially offset by a $1.4 million decrease in prepaid expense and other assets and a $16.4 million increase in Partner Share liability.

Operating activities used $0.2 million of cash in 2023, which reflected our net loss of $134.7 million, $148.0 million of which were non-cash charges, and a $13.5 million change in our net operating assets and liabilities.

The non-cash charges primarily related to stock-based compensation expense, depreciation and amortization expense (including the amortization of acquired intangible assets) impairment of goodwill and intangible assets, amortization of right-of-use assets, changes in the fair value of our contingent consideration, and credit loss expense.

The change in our net operating assets and liabilities was primarily due to a $7.7 million increase in accounts receivable and contract assets, a $7.5 million decrease in other accrued expenses, and a $1.4 million decrease in our Consumer Incentive liability, partially offset by a $2.5 million decrease in prepaid expense and other assets and a $0.4 million increase in Partner Share liability.

Investing Activities

4 unchanged sentences

Additionally, in 2025 and 2024, we had cash inflows of $0.5 million and $0.6 million, respectively, related to proceeds from divestitures, net of cash divested.

Refer to Note 4—Business Combinations to our consolidated financial statements for additional disclosures related to our acquisitions and divestitures.

Refer to Note 4—Business Combinations and Divestitures to our consolidated financial statements for additional disclosures related to our acquisitions and divestitures.

Financing Activities

Our cash flows used in financing activities have primarily been composed of contingent consideration payments to Bridg, repurchasing shares of our common stock, offset by borrowings and repayments under our debt facilities, proceeds from the issuance of common stock and payments for costs related to debt issuances and equity offerings.

Our cash flows (used in)/provided by financing activities have primarily been composed of contingent consideration payments to Bridg, repurchasing shares of our common stock, offset by borrowings and repayments under our debt facilities, proceeds from the issuance of common stock and payments for costs related to debt issuances and equity offerings.

Financing activities used $11.1 million in cash in 2025, which consisted of $62.0 million principal payment of debt ($46.1 million aggregate principal payment amount related to the 2020 Convertible Senior Notes and $10.9 million pay down of our 2018 Loan facility) and $5.0 million paid in cash related to the settlement agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credit, partially offset by proceeds from issuance of debt of $56.0 million related to our draw down on our 2018 Loan Facility

Financing activities provided $1.4 million in cash in 2024, which consisted of aggregated net proceeds of $166.8 million from issuance of our 2024 Convertible Senior Notes offering ($172.5 million gross proceeds from the issuance of the 2024 Convertible Senior Notes offset by $5.6 million in debt issuance costs) and $48.6 million proceeds from the issuance of common stock, partially offset by $199.3 million principal payment of debt ($169.3 million related to the repurchase of 2020 Convertible Senior Notes and $30.0 million related to pay down of the 2018 Line of Credit) and $14.2 million paid in cash related to the settlement agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credit.

Financing activities used $20.0 million in cash in 2023, consisting of $50.1 million paid for the First Anniversary Payment, partially offset by $30.0 million borrowed under our 2018 Line of Credit.

Critical Accounting Estimates

8 unchanged sentences

Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives.

The intangible assets are evaluated whenever events or changes in circumstances indicated that we should estimate the fair value of our individual long-lived assets to determine if any impairment charges were present.

Our estimation of the fair value of definite lived intangible assets include the use of discounted cash flow analyses which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows, and discount rates.

The intangible assets are evaluated whenever events or changes in circumstances indicate that we should estimate the fair value of our individual long-lived assets to determine if any impairment charges were present.

Our estimation of the fair value of definite lived intangible assets includes the use of discounted cash flow analyses which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows, and discount rates.

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 an estimated fair value.

8 unchanged sentences

If the carrying value of the net assets associated with the reporting unit exceeds the fair value of the reporting unit, goodwill is considered impaired and the impairment will be determined as the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

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 was 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 exceeded its fair value, and accordingly, we recognized goodwill impairment of $70.5 million.

The significant judgments in the discounted cash flow analysis for our Bridg platform included the selected discount rate and forecasts of future revenues and cash flows

We performed a quantitative assessment for goodwill in our Cardlytics platform in the U.S.

reporting unit and our Bridg platform reporting unit at June 30, 2022, which resulted in a goodwill impairment of $83.1 million recorded to our Bridg platform reporting unit.

We performed our annual impairment test as of October 1, 2022, which resulted in goodwill impairment of $313.1 million recorded between our Cardlytics platform in the U.S.

and our Bridg platform reporting units.

We utilized a discounted cash flow method under the income approach, and to a lesser extent the market approach to value our reporting units.

The significant judgments in the discounted cash flow analysis for both our Cardlytics platform in the U.S.

and our Bridg platform included the selected discount rate and forecasts of future revenues and cash flows.

We assessed the triggering events criteria along with related conditions and developments as of September 30, 2025 and September 30, 2024, and we concluded that we had a triggering event as a result of a sustained decline in our stock price during the three months ended September 30, 2025 and 2024.

We, therefore, performed a quantitative impairment test as of September 30, 2025 and 2024.

As a result of our quantitative impairment test, we determined that the carrying value of the Cardlytics platform in the U.S.

exceeded its fair value for the three months ended September 30, 2025 and that the carrying value of the Bridg platform exceeded its fair value for the three months ended September 30, 2024.

As such, we recognized a goodwill impairment of $49.1 million for the Cardlytics platform in the U.S.

during the three months ended September 30, 2025 and $117.8 million for the Bridg platform during the three months ended September 30, 2024.

We performed our annual goodwill impairment test in the fourth quarter of 2025 and concluded that there was no additional impairment associated with the Cardlytics platform in the U.S.

We performed our annual impairment test as of October 1, 2023 and determined that the carrying value of the Bridg platform, which is comprised entirely of an acquired business exceeded its fair value, and we recognized a goodwill impairment of $70.5 million.

The decline in the fair value of the Cardlytics platform in the U.S.

below its carrying value at September 30, 2025 and the decline in the fair values of the Bridg platform reporting unit below its carrying values at September 30, 2024 and October 1, 2023 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, 2025, September 30, 2024 and October 1, 2023 was the discounted cash flow method under the income approach, and to a lesser extent the market approach.

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

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

We prepared cash flow projections based on management's estimates of revenue growth rates and earnings growth rates for each reporting unit, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions.

The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market

participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure.

Our discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets.

See Note 5—Goodwill and Acquired Intangibles in our consolidated financial statements for additional information.

8 unchanged sentences

Costs incurred in the preliminary project stage and post-implementation operation stages are expensed as incurred and recorded in research and development expense on our consolidated statements of operations.

Significant judgement includes deciding if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, and evaluating the current stage of the project’s development.

Significant judgment includes deciding if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, evaluating the current stage of the project’s development and assessing whether capitalized costs are impaired and, if so, the amount of any impairment.

We have assessed the triggering events criteria along with related conditions and developments as of September 30, 2025.

As a result of the triggering event discussed, we performed an impairment test on Capitalized software development costs as of September 30, 2025, and determined that the carrying value of the internal-use software development costs intangible asset associated with the Cardlytics asset group exceeded its fair value.

The Cardlytics asset group is included in the Cardlytics platform reportable segment and primarily consists of the internal-use software development costs, which represents the predominant asset from which the group's cash flows are generated.

As a result of the impairment test, we recognized an impairment of $9.7 million to the impairment of goodwill and intangible assets within the consolidated statement of operations during the year ended December 31, 2025.

During 2025, 2024 and 2023, we capitalized development costs for improvements to our platforms, including our Ads Manager and Ad Server, totaling $18.9 million, $22.9 million and $14.6 million, respectively.

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

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carry-forwards.

Valuation allowances are provided when we determine that it is more likely than not that all of, or a portion of, deferred tax assets will not be utilized in the future.

Significant judgment is required in determining any valuation allowance recorded against net deferred tax assets.

In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies.

In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

Estimates of future taxable income are based on assumptions that are consistent with our plans.

Assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

If actual amounts differ from our estimates, the amount of our tax expense and liabilities could be materially impacted.

We have recorded a full valuation allowance related to our net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

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.

Where applicable, we classify associated interest and penalties as income tax expense.

The total amounts of interest and penalties were not material.

We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Recent Accounting Pronouncements

6 unchanged sentences

Interest on advances under the 2018 Line of Credit bears an interest rate of the prime rate of 6.75% plus 0.125%.

In July 2024, we amended our 2018 Loan Facility, which decreased the interest rate to prime rate plus 0.125%.

As of December 31, 2025, the prime rate was 6.75% and a 10% increase in the current prime rate would, for example, result in a $0.4 million annual increase in interest expense if the maximum amount under the 2018 Line of Credit was outstanding for an entire year.

The interest rate on the 2020 Convertible Senior Notes is fixed at 1.00%.

On April 1, 2024, we issued the 2024 Convertible Senior Notes bearing an interest rate of 4.25%.

5 unchanged sentences

For example, if the average value of the British pound had been 10% lower relative to the U.S.

dollar during 2024, 2023 and 2022, our revenue would have decreased by $2.4 million, 1.8 million and 2.3 million, respectively.

The overall impact to net loss would be partially mitigated by decreases in operating expense of $1.8 million, $0.5 million and $1.1 million in 2024, 2023 and 2022, respectively.

dollar during 2025, our revenue would have decreased by $3.0 million.

The overall impact to net loss would be partially mitigated by decreases in operating expense of $2.7 million in 2025.

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 7. Management’s Discussion and Analysis