What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-04 compared with 2025-03-12 · 298 added, 307 removed, 1020 unchanged (37% of the section changed)

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Consolidated Statements of Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ ( Def icit) Equity

Consolidated Statements of Cash Flows

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We have audited the accompanying consolidated balance sheets of Cardlytics, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' (deficit) equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Critical Audit Matter Description

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 of September 30, 2024.

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of its Cardlytics platform in the U.S.

reporting unit to its carrying value as of September 30, 2025.

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 utilizes a discounted cash flow model to perform its income approach, which requires management to make significant judgments related to discount rate and forecast of future revenue and cash flows.

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

The Company performed an interim impairment test for goodwill as of September 30, 2025.

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.

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 $49.1 million for the Cardlytics platform in the U.S.

reporting unit.

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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 these reporting units.

reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit.

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.

reporting unit and the Bridg platform reporting unit.

reporting unit.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation methodology, discount rate and forecasts of future revenues and cash flows used by management to estimate the fair value of the Cardlytics platform in the U.S.

reporting unit and Bridg platform reporting unit included the following, among others:

reporting unit included the following, among others:

• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Cardlytics platform in the U.S.

reporting unit and Bridg platform reporting unit, such as controls related to management’s selection of the discount rate and forecasts of future revenues and cash flows.

reporting unit, such as controls related to management’s selection of the discount rate and forecasts of future revenues and cash flows.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management.

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Total assets $ 285,641 $ 392,711

Liabilities and stockholders' equity

Liabilities and stockholders' (deficit) equity

Current liabilities:

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Long-term operating lease liabilities 4,787 6,034

Long-term contingent consideration — 4,162

Other long-term liabilities — 73

Total liabilities 292,149 322,718

Commitments and contingencies (Note 13)

Stockholders’ equity:

Stockholders’ (deficit) equity:

Common stock, $ 0.0001 par value— 100,000 shares authorized and 54,514 and 51,257 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,399,542 1,366,958

Accumulated other comprehensive income 3,601 2,467

Accumulated other comprehensive (loss) income ( 1,996 ) 3,601

Accumulated deficit ( 1,404,064 ) ( 1,300,576 )

Total stockholders’ equity 69,993 134,798

Total liabilities and stockholders’ equity $ 392,711 $ 574,144

Total stockholders’ (deficit) equity ( 6,508 ) 69,993

Total liabilities and stockholders’ (deficit) equity $ 285,641 $ 392,711

See notes to the consolidated financial statements

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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

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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 )

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CARDLYTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(Amounts in thousands)

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Balance – December 31, 2024 51,257 $ 10 $ 1,366,958 $ 3,601 $ ( 1,300,576 ) $ 69,993

Exercise of common stock options 6 — 15 — — 15

Stock-based compensation — — 31,945 — — 31,945

Issuance of restricted stock 2,833 — — — — —

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) 424 — 639 — — 639

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

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

Other comprehensive loss — — — ( 5,597 ) — ( 5,597 )

Net loss — — — — ( 103,488 ) ( 103,488 )

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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

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

Issuance of common stock, net of issuance costs 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

Net loss — — — — ( 189,304 ) ( 189,304 )

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CARDLYTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(Amounts in thousands)

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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

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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 under the ESPP 167 — 1,997 — — 1,997

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

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

Issuance of common stock pursuant to the 2018 ESPP (as defined below) 556 — 2,335 — — 2,335

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

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

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Credit loss expense 2,134 6,106 1,704

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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

Gain on debt extinguishment — ( 13,017 ) —

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Other non-cash expense (income), net ( 6,243 ) 1,481 ( 4,170 )

Income tax benefit — — ( 1,446 )

Change in operating assets and liabilities:

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Customer Incentive liability ( 7,980 ) ( 7,133 ) ( 1,393 )

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

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

Investing activities

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

Acquisition of patents — — ( 175 )

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

Business acquisitions, net of cash acquired — — ( 2,274 )

Proceeds from divestitures, net of cash divested 480 552 2,330

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Settlement of contingent consideration ( 5,000 ) ( 14,167 ) ( 50,050 )

Repurchase of common stock — — ( 40,000 )

Equity issuance costs — ( 309 ) —

Debt issuance costs ( 122 ) ( 6,037 ) —

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

Net cash (used in) provided by financing activities ( 11,122 ) 1,444 ( 20,026 )

Effect of exchange rates on cash, cash equivalents and restricted cash 259 ( 110 ) 118

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Cash, cash equivalents, and restricted cash — End of period $ 48,719 $ 65,594 $ 91,830

See notes to the consolidated financial statements

CARDLYTICS, INC.

See notes to the consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

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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.

We also operate through Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales.

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.

Restructuring and Reduction of Force

During the year ended December 31, 2025 , we implemented certain cost savings measures and incurred one-time costs of $ 3.8 million in connection with these measures.

The one-time costs of $ 3.8 million in operating expense is comprised of $ 0.7 million in delivery costs, $ 0.9 million in sales and marketing expense, $ 1.7 million in research and development expense, and $ 0.5 million in general and administrative expense.

2025 Equity Incentive Plan

On May 20, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Cardlytics, Inc, the Company’s stockholders approved the Cardlytics, Inc.

2025 Equity Incentive Plan (the "2025 Plan").

The aggregate number of shares of the Company's common stock that may be issued pursuant to stock awards under the Plan will not exceed 15,722,908 shares, which is the sum of (i) 10,000,000 new shares, (ii) the number of shares reserved, and remaining available for issuance, under our 2018 Equity Incentive Plan, and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Stock Plan or 2018 Equity Incentive Plan that would have otherwise returned to our 2018 Equity Incentive Plan (such as upon the expiration or termination of a stock award prior to vesting).

The Plan was previously approved, subject to stockholder approval, by the Board of Directors (the "Board") of the Company.

The Plan became effective immediately upon stockholder approval at the Annual Meeting.

Divestitures and Dissolutions

On January 23, 2026 (the “Signing Date”), the Company, 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 the Company’s assets, properties and rights primarily related to, or primarily used in, its Bridg platform (the “Purchased Assets” and the sale by the Company thereof, the “Bridg Sale”), subject to certain exceptions.

Refer to Note 16—Subsequent Events for further information about the Bridg Sale.

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

In connection with the decommission, we recorded a non-cash gain on disposal or divestiture of $ 4.8 million primarily related to the derecognition of the wallet liability associated with the Dosh app within the consolidated statement of operations during the year ended December 31, 2025.

The wallet liability associated with the Dosh app was included as part of consumer incentive liability on the consolidated balance sheet.

On November 13, 2025, the Company completed the dissolution of Dosh Holdings LLC, a former wholly-owned subsidiary.

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 "(Gain)/Loss on divestiture" within the consolidated statement of operations.

During the years ended December 31, 2025 and 2024, we received $ 0.5 million and $ 0.6 million of cash from escrow, respectively, and we classified the receipt of cash within investing activities within the consolidated statement of cash flows.

During the year ended December 31, 2024, we also recorded a $ 0.1 million divestiture expense associated with the net working capital adjustment.

2024 Convertible Senior Notes

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

2020 Convertible Senior Notes

In April 2024, we used approximately $ 169.3 million of net proceeds from the 2024 Convertible Senior Notes offering and cash on hand to repurchase for cash approximately $ 183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes.

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

In September 2025, we repaid in full at par the remaining $ 46.1 million aggregate principal amount of the 2020 Convertible Senior Notes.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act was enacted into law.

The legislation did not have a material impact on our income tax expense or effective tax rate for the year ended December 31, 2025 .

Equity Distribution Agreement

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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

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

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

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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, 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.

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.

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.

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.

We subsequently paid the Stockholder Representative $ 3.0 million in cash on January 29, 2025 and $ 2.0 million in cash on June 25, 2025.

There are no further payments due under the Settlement Agreement as of December 31, 2025.

Refer to Note 12—Fair Value Measurements for further information.

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.

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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

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Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates.

Restructuring and Reduction of Force

As a part of our integration efforts with our acquired companies, we continued to evaluate the optimal structure of the combined organization.

As a result, during 2022, we initiated a strategic reduction of our workforce in our U.S., U.K., and India operations, including the planned closure of our Indian office.

We also began a strategic shift within our organization to migrate certain data and applications to a cloud computing environment.

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

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.

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

We closed our India office as of December 31, 2022 .

As of December 31, 2022 , the remaining costs that have been incurred related to our restructuring and reduction of force but not yet paid were $ 2.4 million.

T hese fees were paid in full in 2023.

Foreign Currency

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

We recorded a foreign currency gain totaling $ 6.2 million in 2025, a loss totaling $ 1.3 million in 2024 and a gain totaling $ 3.3 million in 2023.

Partner Share and Other Third-Party Costs

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Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations.

For example, macroeconomic events, including the changes in inflation, the U.S.

Federal Reserve raising interest rates, disruptions in access to bank deposits or lending commitments due to bank failures, the Russia-Ukraine war and the Middle East conflict have led to economic uncertainty globally.

For example, macroeconomic events, including fluctuations in inflation and interest rates, the imposition of tariffs in the United States and abroad, the Russia-Ukraine war and the Middle East conflict have led to economic uncertainty globally.

Historically, during periods of economic uncertainty and downturns, businesses may slow spending on advertising, which may impact our business and our customers’ businesses.

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For further discussion of the potential impacts of macroeconomic events on our business, financial condition and operating results, see the section titled "Risk Factors."

Business Combinations

We apply the acquisition method of accounting for business combinations.

Under this method of accounting, all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition.

We allocate the purchase consideration to the net tangible and identifiable intangible assets.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions.

These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset.

These estimates are inherently uncertain and unpredictable.

We recognize costs directly associated with business combinations, including diligence efforts, legal and advisory costs, broker fees and insurance premiums, as acquisition and integration costs on our consolidated statements of operations.

Acquired Intangible Assets and Goodwill

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

During the year ended December 31, 2022, we recorded an intangible asset impairment of $ 56.4 million.

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

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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.

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.

During the year ended December 31, 2025, December 31, 2024 and December 31, 2023, we recorded impairment charges of $ 49.1 million, $ 117.8 million and $ 70.5 million, respectively.

During the year ended December 31, 2023, we also reduced our goodwill balance by $ 5.0 million related to the divestiture of Entertainment.

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

reporting unit 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, and a sustained decline in our stock price.

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

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We allocate variable payments to one or more, but not all, of the distinct services or to a series of distinct services in a contract when (i) the variable payment relates specifically to our effort to transfer the distinct service and (ii) the variable payment is for an amount that depicts the amount of consideration to which we expect to be entitled in exchange for transferring the promised services to the customer.

Refer to Note 16—Subsequent Events for further information about the Bridg Sale.

Contract Balances

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Capitalized software development costs, gross $ 87,871 $ 69,269

Impairment charge ( 9,719 ) —

Less accumulated amortization ( 53,938 ) ( 35,928 )

Capitalized software development costs, net $ 24,214 $ 33,341

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.

Debt Issuance Costs

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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 2020 Convertible Senior Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative fair values.

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.

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.

In September 2025, we repaid in full at par the remaining $ 46.1 million aggregate principal amount of the 2020 Convertible Senior Notes, and as a result, the 2020 Convertible Senior Notes are no longer outstanding as of December 31, 2025.

2024 Convertible Senior Notes

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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.

Amortization of debt issuance costs included in interest expense, net totaled $ 1.5 million for each period in 2025 and $ 1.6 million in 2024 and 2023, respectively.

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

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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.

For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures, including software development, as defined under IRC Section 174, in the year incurred.

Instead, taxpayers are required to amortize such expenditures over five years if incurred in the U.S.

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Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-12, Codification Improvements, which makes incremental improvements to the FASB Accounting Standards Codification® in response to stakeholder feedback.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods.

Early adoption is permitted, and the amendments may generally be applied prospectively or retrospectively, depending on the specific amendment.

We are currently evaluating the potential effects of ASU 2025-12 on our consolidated financial statements.

In November 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11 titled Interim Reporting (Topic 270):

Narrow-Scope Improvements, which refines and reorganizes the guidance related to interim disclosure requirements and the application of Topic 270.

The amendments in this update are effective for interim periods beginning January 1, 2028.

Early adoption is permitted.

The amendments may be applied either prospectively or retrospectively.

We do not expect the adoption of ASU 2025-11 to have a material impact on our consolidated financial statements.

In June 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06 titled "Targeted Improvements to the Accounting for Internal-Use Software," which simplifies the capitalization guidance by removing all references to software development project stages, so that the guidance is neutral to different software development methods.

The amendments in this update are effective for annual periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied either retrospectively, prospectively to software costs incurred after the adoption date or on a modified prospective basis.

We are currently evaluating the potential effects of ASU 2025-06 on our financial statements.

In May 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05 titled Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which updates the guidance related to the measurement of expected credit losses for accounts receivable and contract assets.

The amendments in this update are effective for annual periods beginning after December 15, 2025.

Early adoption is permitted.

The amendments are required to be applied on a modified retrospective basis.

We are currently evaluating the potential effects of ASU 2025-05 on our financial statements.

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.

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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

In December 2023, the FASB issued ASU 2023-09 titled "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.

The ASU is effective for annual periods beginning with our fiscal year ending December 31, 2025.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

Refer to Note 11 for more information.

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

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Refer to Note 15—Segments for further information.

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

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

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

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.

At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with Topic 606, at fair value on the acquisition date.

ASU 2020-08 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption of the amendments is permitted, including adoption in an interim period.

On January 1, 2022, we early adopted this standard with no material impact to our financial statements.

In August 2020, the FASB issued 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.

ASU 2020-06 also improves and amends the related Earnings Per Share guidance for both Subtopics.

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 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 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 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.

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

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 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.

During the year ended December 31, 2025, we incurred $ 0.6 million of costs, which related to divestiture expense consisting of professional fees associated with the Bridg Sale.

During the year ended December 31, 2024, we incurred $ 0.2 million of costs, which related to the net working capital adjustment associated with the divestiture of Entertainment and the interest accretion on the contingent consideration related to our Bridg acquisition.

During the year ended December 31, 2023, we realized a benefit of $ 6.3 million primarily due to a reduction of the estimated brokerage fee related to our reduced estimate of contingent consideration related to our Bridg acquisition.

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

On January 23, 2026, the Company, PAR and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR, entered into an asset purchase agreement, pursuant to which Buyer agreed to acquire all of the Company’s assets, properties and rights primarily related to, or primarily used in, its Bridg platform, subject to certain exceptions.

Refer to Note 16—Subsequent Events for further information about the Bridg Sale.

Dosh Holdings LLC Dissolution

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

In connection with the decommission, we recorded a gain on disposal or divestiture of $ 4.8 million primarily related to the derecognition of the wallet liability associated with the Dosh app within the consolidated statement of operations during the year ended December 31, 2025.

The wallet liability associated with the Dosh app was included as part of consumer incentive liability on the consolidated balance sheet.

On November 13, 2025, the Company completed the dissolution of Dosh Holdings LLC, a former wholly-owned subsidiary.

Divestiture of Entertainment

The resulting loss on sale of $ 6.6 million is recorded within "(Gain)/loss on divestiture" within the consolidated statement of operations.

During the year ended December 31, 2024, we also recorded a $ 0.1 million divestiture expense associated with the net working capital adjustment.

GOODWILL AND ACQUIRED INTANGIBLES

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The changes in the carrying amount of goodwill for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands):

Cardlytics Platform Bridg Platform Consolidated

Cardlytics Platform in the U.S.

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

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Balance as of December 31, 2025 $ 110,305 $ 110,305

Cardlytics Platform Bridg Platform Consolidated

Cardlytics Platform in the U.S.

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 Bridg Platform Consolidated

Cardlytics Platform in the U.S.

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

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 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 tests, 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 2024 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.

On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment, and as a result, we reduced goodwill by $ 5.0 million, which is the amount of goodwill attributed to Entertainment.

The reduction of goodwill is included as part of the determination of the Loss on Divestiture of $ 6.6 million in the consolidated statements of operations.

In 2022, as a result of the sustained decline in our stock price, we determined that it was necessary to perform an interim impairment test for goodwill as of June 30, 2022.

As a result of our interim impairment test, we determined that the carrying value of the Bridg platform exceeded its fair value, and consequently, we recognized a goodwill impairment of $ 83.1 million, with $ 455.1 million of goodwill remaining.

As a result, the Bridg platform reporting unit had a fair value that is equal to its carrying value as of the June 30, 2022 valuation date.

We performed our annual impairment test as of October 1, 2022 and determined that the carrying value of both the Cardlytics platform in the U.S.

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 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.

The reduction of goodwill is included as part of the determination of the (Gain)/loss on divestiture of $ 6.6 million in the consolidated statements of operations.

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.

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Acquired intangible assets subject to amortization as of December 31, 2025 were as follows:

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

Gross Carrying Amount Accumulated Amortization Net Weighted Average Remaining Useful Life

(in thousands) (in years)

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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 ) 8,431 2.5

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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)

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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

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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.

Our impairment analysis at September 30, 2024 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.

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We pay certain partners a negotiated and fixed percentage of our billings to marketers less any Consumer Incentives that we pay to partners’ customers and certain third-party data costs ("Partner Share").

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

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

The Cardlytics platform has two different pricing models:

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(1) Other Revenue during the year ended December 31, 2025 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.

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

The Bridg Platform

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Subscription revenue $ 20,945 $ 22,684 $ 23,779

Other revenue — — 167

Bridg platform revenue $ 20,945 $ 22,684 $ 23,779

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Contract assets, current Accounts receivable and contract assets, net $ 588 $ 232

Contract assets, long-term Other long-term assets, net — —

Total contract assets $ 588 $ 232

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The remaining performance obligations exclude future transaction revenue of variable consideration that are allocated to wholly unsatisfied distinct services that form part of a single performance obligation and meets certain variable allocation criteria.

We have various non-cancellable operating and finance leases for our office spaces, data centers and operational assets with lease periods expiring between 2023 and 2032.

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, 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.

We have various non-cancellable operating leases for our office spaces and operational assets with lease periods expiring between 2023 and 2032.

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

There were no new lease agreements for office space during the year ended December 31, 2025.

During the year ended December 31, 2025 and 2024, there were no impairments on any of our leases.

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

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Operating lease assets Right-of-use assets under operating leases, net $ 4,947 $ 6,341

Finance lease assets Property and equipment, net — 14

Total lease assets 4,947 6,341

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Operating lease liabilities, long-term Long-term operating lease liabilities 4,787 6,034

Finance lease liabilities, current Accrued expenses — 10

Total lease liabilities $ 6,394 $ 8,059

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Total lease liabilities $ 6,394

Amended Lease Agreement

On April 3, 2023, we amended the lease terms of our office located in Atlanta, Georgia.

The amended lease agreement provides for our relocation to a different unit in the same building, reducing the square footage of our office from approximately 77,000 to 17,000 .

The transfer of control and right of use ("ROU") for the lease commenced on December 14, 2023, and as such, the corresponding right of use asset and lease liability associated with the lease is reflected in our consolidated balance sheet as of December 31, 2023.

As part of the amended lease agreement, we will receive a discount on our current space through the remainder of 2023, which will result in a reduction of minimum lease payments of $ 0.4 million and a reduction in expense of $ 0.2 million in 2023.

Additional future reductions in minimum lease payments and lease expense in the new lease total $ 1.9 million and $ 0.7 million , respectively, through the term of our original lease agreement, which was set to terminate on April 2025.

The amended lease agreement will terminate on January 1, 2032, and we have the option to renew for an additional five-year period.

PROPERTY AND EQUIPMENT

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Furniture and fixtures 411 464

Construction in progress — 27

Property and equipment, gross 6,762 12,251

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

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.

As of December 31, 2025, we had accrued interest related to our 2024 Convertible Senior Notes of $ 1.8 million.

As of December 31, 2024, we had accrued interest related to our 2024 Convertible Senior Notes and 2020 Convertible Senior Notes of $ 1.9 million.

For the years ended December 31, 2025, 2024 and 2023, interest expense, net reflected on the consolidated statements of operations consisted of interest expense of $ 10.6 million, $ 8.9 million and $ 6.2 million and interest income of $ 2.7 million, $ 3.4 million, and $ 3.8 million, respectively.

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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:

(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 2020 Convertible Senior 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 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.

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.

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 2020 Convertible Senior Notes were general senior, unsecured obligations with a maturity date of September 15, 2025, unless earlier converted, redeemed or repurchased.

The 2020 Convertible Senior Notes bore 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.

Following 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 could have converted all or any portion of their 2020 Convertible Senior Notes at any time.

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

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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.

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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, 2026 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 associated with the 2018 Loan Facility, respectively.

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

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Years Ending December 31, Debt

2025 $ 46,070

Future periods —

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STOCK-BASED COMPENSATION

On May 20, 2025, at the 2025 Annual Meeting our stockholders approved the 2025 Plan.

The aggregate number of shares of our common stock that may be issued pursuant to stock awards under the 2025 Plan will not exceed 15,722,908 shares, which is the sum of (i) 10,000,000 new shares, (ii) the number of shares reserved, and remaining available for issuance, under our 2018 Equity Incentive Plan ("2018 Plan"), and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Stock Plan ("2008 Plan") or 2018 Plan that would have otherwise returned to our 2018 Plan (such as upon the expiration or termination of a stock award prior to vesting).

The 2025 Plan was previously approved, subject to stockholder approval, by our Board of Directors.

The 2025 Plan became effective immediately upon stockholder approval at the 2025 Annual Meeting.

The 2018 Plan became effective in February 2018.

Prior to the 2018 Plan, we granted awards under our 2008 Plan.

Any awards granted under the 2008 Plan and the 2018 Plan remain subject to the terms of our 2008 Plan and 2018 Plan and applicable award agreements, and shares subject to awards granted under our 2008 Plan that are forfeited, canceled or expired prior to vesting become available for use under our 2025 Plan.

As of December 31, 2025, there were 7,355,232 shares of our common stock reserved for issuance under our 2025 Plan.

On July 18, 2022, our board of directors adopted the Cardlytics, Inc.

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As of December 31, 2025, there were 2,291,849 shares available under the 2022 Inducement Plan.

Our 2018 Equity Incentive Plan ("2018 Plan") became effective in February 2018.

Prior to the 2018 Plan, we granted awards under our 2008 Stock Plan ("2008 Plan").

Any awards granted under the 2008 Plan remain subject to the terms of our 2008 Plan and applicable award agreements, and shares subject to awards granted under our 2008 Plan that are forfeited, canceled or expired prior to vesting become available for use under our 2018 Plan.

As of December 31, 2024, there were 529,419 shares of our common stock reserved for issuance under our 2018 Plan.

The number of shares of our common stock reserved for issuance under our 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by 5 % of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by our board of directors.

Accordingly, the number of shares of our common stock reserved for issuance under our 2018 Plan increased by 2,562,851 shares on January 1, 2025.

The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards and other forms of equity compensation, which are collectively referred to as stock awards.

Additionally, the 2018 Plan provides for the grant of performance cash awards.

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

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Restricted Stock Units

We grant restricted stock units ("RSUs") to employees and our non-employee directors.

We grant restricted stock units ("RSUs") to certain employees and our non-employee directors.

The following table summarizes changes in RSUs, inclusive of performance-based RSUs:

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During the year ended December 31, 2025, we granted 7,949,868 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 .

Subsequent to December 31, 2025, we granted 5,614,375 RSUs to employees, which have vesting periods ranging from nine months to two years .

The unamortized stock-based compensation expense related to all RSUs granted subsequent to December 31, 2025 is $ 5.4 million.

Performance-based Restricted Stock Units

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 June 2025 and March 2025, we granted 442,500 and 95,625 PSUs, respectively, which will vest at the achievement of specific stock price hurdles for at least 20 consecutive trading days at market close between April 1, 2025 and April 1, 2028;

provided, however, that in the event that the applicable triggering stock price is met prior to April 1, 2026, such vesting will not occur until April 1, 2026.

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

During the three months ended September 30, 2025 and September 30, 2024, we reassessed the likelihood of achieving the first and second tranche of the 2022 Bridg PSUs, respectively, and concluded that the achievement of each is no longer probable.

As a result of the change in estimate, we reversed the previously recognized cumulative expense associated with each grant as a benefit to stock-based compensation during the period in which we deemed it no longer probable.

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.

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

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.

Fifty percent 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 the 2021 Billings amount, and the remaining 50 % of the tranche vests six months after this target is achieved.

During the year ended December 31, 2024, we reassessed the likelihood of achieving the third tranche's milestones 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 the third tranche of this grant as a benefit to stock-based compensation during the year ended December 31, 2024.

In September 2021, we granted 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 2021 PSUs is no longer probable and have reversed the previously recognized cumulative expense in the respective period in which the 2021 PSUs were determined to no longer be achievable.

As of April 1, 2025, the 2021 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.

Vesting is tied to the percentage of the ARR target achieved during the specified period with 50 % of the units vesting between 80 % - 99.999 % achievement and 100 % of the units vesting upon 100 % achievement.

During 2023, the compensation committee of our board of directors certified the vesting of shares associated with the 50 % attainment of the units based on the achieved annual run rate during the specified period.

In April 2021, we granted 110,236 performance-based restricted stock units ("2021 PSUs") consisting of two tranches.

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As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with the 2021 PSUs since the grant date as a benefit to stock-based compensation during the year ended December 31, 2023.

Additionally, in April 2021, we granted 10,000 performance-based restricted stock units which have the same unmet vesting condition as the 2020 PSUs based on a minimum ARPU target over a trailing 12-month period as described below.

In April 2020, we granted 476,608 performance-based restricted stock units ("2020 PSUs"), of which 443,276 units have a performance-based vesting condition based on a minimum average revenue per user ("ARPU") target over a trailing 12-month period and 33,332 units have the same performance-based vesting conditions as those that unmet at the time under the 2019 PSUs described above.

ARPU is a performance metric defined within Item 2.

"Management's Discussion and Analysis of Financial Condition and Results of Operations." The ARPU vesting condition must be achieved within four years of the grant date.

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

During the year ended December 31, 2022, we reassessed the likelihood of achieving the 2020 PSUs performance-based vesting condition and concluded the achievement is no longer probable.

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.

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.

On April 1, 2025, the 2021 PSUs were 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 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

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Federal — — —

State 833 335 6,317

Foreign — — —

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Income tax benefit $ — $ — $ —

We adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, on a prospective basis beginning with the year ended December 31, 2025.

A reconciliation of the statutory U.S.

federal income tax rate to our effective income tax rate for the year ended December 31, 2025 is presented accordingly as follows (dollar amounts in thousands):

December 31, 2025

Amount Percent

Statutory federal income tax rate $ ( 21,732 ) 21.00 %

State and local income taxes, net of federal benefit — — %

Federal research & development ( 1,490 ) 1.44 %

Changes in valuation allowance 5,263 ( 5.09 ) %

Nontaxable or nondeductible items

Stock compensation 5,705 ( 5.51 ) %

Goodwill impairment 10,316 ( 9.97 ) %

Other 321 ( 0.31 ) %

Other reconciling items 237 ( 0.23 ) %

Unrecognized tax benefits 373 ( 0.36 ) %

Foreign tax effects:

United Kingdom:

Fair value adjustments 2,228 ( 2.15 ) %

Other ( 1,234 ) 1.19 %

Other jurisdictions 13 ( 0.01 ) %

Total provision for income taxes $ — — %

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

federal statutory tax rate and our effective tax rate:

federal statutory tax rate and our effective tax rate for the years ended December 31, 2024 and 2023 based on the required disclosure prior to our adoption of ASU 2023-09:

Year Ended December 31,

2024 2023 2022

Tax benefit at federal statutory rate 21.00 % 21.00 %

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Income tax benefit 0.06 % 0.09 %

The significant components of deferred income taxes are as follows (in thousands):

There was no cash paid or refunds received for income taxes for the year ended December 31, 2025.

Therefore, there are no jurisdictions accounting for 5% or more of the total cash paid for income taxes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Certain unrecognized tax benefits are presented as a reduction to related deferred tax assets in our consolidated balance sheets.

The significant components of deferred income taxes as of December 31, 2025 and 2024 are as follows (in thousands):

Deferred tax assets:

Net operating loss carry-forwards $ 176,226 $ 161,418

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Deferred costs — 740

ROU asset ( 1,457 ) ( 1,565 )

Lease liability 1,345 1,867

Other tax credit carry-forward 12,742 11,625

Other temporary differences 1,451 1,129

Other — 1,451

Total 210,876 204,833

Valuation Allowance ( 209,423 ) ( 203,377 )

Total deferred tax assets, net of valuation allowance $ 1,453 $ 1,456

Deferred tax liabilities:

Right of use assets ( 995 ) ( 1,457 )

Deferred costs ( 332 ) —

Other ( 126 ) —

Total deferred tax liabilities ( 1,453 ) ( 1,457 )

Net long-term deferred tax asset $ — $ —

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Realization of any of our net deferred tax assets depends upon future earnings, the timing and amount of which are uncertain.

During 2022, we released $ 1.4 million of our valuation allowance related to net deferred tax liabilities arising from the acquisitions of Bridg resulting in an income tax benefit of $ 1.4 million reflected on our consolidated statements of operations.

Deferred tax liabilities for Bridg primarily related to acquired intangible assets.

The following table presents changes in our valuation allowance (in thousands):

Year Ended December 31,

2024 2023 2022

Beginning balance $ ( 189,660 ) $ ( 179,448 ) $ ( 123,867 )

Allowance for domestic and foreign net operating loss carry-forwards ( 299 ) ( 2,442 ) ( 13,360 )

Rate change on domestic net operating loss carry-forwards ( 3,241 ) ( 424 ) 235

Convertible debt additional paid-in capital tax adjustment - valuation allowance impact — — ( 9,714 )

Other changes ( 10,177 ) ( 7,346 ) ( 32,742 )

Ending balance $ ( 203,377 ) $ ( 189,660 ) $ ( 179,448 )

We recorded a valuation allowance for deferred tax assets of $ 209.4 million, $ 203.4 million, and $ 189.7 million as of December 31, 2025, 2024, and 2023, respectively.

The net increase of our valuation allowance each year is primarily due to the continued generation of net operating loss carryforwards.

As of December 31, 2025 and 2024, we have $ 690.0 million and $ 631.6 million, respectively, of gross U.S.

federal net operating loss carry-forwards that will begin to expire in the 2028 tax year.

Additionally, we have $ 269.1 million and $ 267.3 million of gross state net operating loss carry-forwards as of December 31, 2024 and 2023, respectively that will expire between the 2024 and 2044 tax years for states that do not have indefinite carry-forward periods for net operating losses generated in recent years.

Ownership changes, as defined by IRC Section 382, may limit the amount of net operating losses that a company may utilize to offset future taxable income and taxes payable.

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.

Additionally, we have $ 302.0 million and $ 269.1 million of gross state net operating loss carry-forwards as of December 31, 2025 and 2024, respectively, some of which have expiration dates and will begin to expire between 2025 and 2045.

As of December 31, 2025 and 2024, we have $ 15.7 million and $ 14.2 million, respectively, of federal research and development ("R&D") tax credit carryforwards.

These credits expire/start expiring between 2038 and 2045.

Ownership changes, as defined by Code Section 382, may limit the amount of net operating losses that a company may utilize to offset future taxable income and taxes payable.

Pursuant to Code 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, 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, 2024 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.

It is possible that we have experienced additional ownership changes or that we may experience additional ownership changes 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 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, 2025 and 2024, Cardlytics UK had gross net operating losses of $ 53.6 million and $ 50.0 million, respectively.

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Further, although the tax basis of our investment in Cardlytics UK exceeds its book basis, we have not recorded a deferred tax asset since we do not believe that a reversal of this temporary difference will occur in the foreseeable future.

The Organization for Economic Cooperation and Development has developed guidance known as the Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15% and are intended to apply to tax years beginning in 2024.

As of December 31, 2025, based on the countries in which we do business that have enacted legislation, including the U.K., we do not expect these rules to have a material impact on our income tax provision.

The following table summarizes the activity related to our gross unrecognized tax benefits that would affect our effective tax rate, if recognized (in thousands):

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All such positions, if recognized, would impact our effective tax rate.

We do not currently anticipate any of our positions to change significantly in the next 12 months.

We recognize interest and penalties accrued on income tax uncertainties as a component of income tax expense/benefit.

In 2025, 2024 and 2023, we did not recognize a benefit or expense for interest and penalties.

As of December 31, 2025 and 2024, there are no accrued interest and penalties related to unrecognized tax benefits in the accompanying consolidated balance sheet.

We file income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

Our tax filings from inception remain subject to income tax examinations.

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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, 2024, 2023 and 2022, we recognized a goodwill impairment of $ 117.8 million, $ 70.5 million and $ 396.2 million, respectfully.

During the years ended December 31, 2025, 2024 and 2023, we recognized a goodwill impairment of $ 49.1 million, $ 117.8 million and $ 70.5 million, respectively.

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.

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Money market funds $ 26,238 $ — $ — $ 26,238

US Treasury Bills 13,450 — — 13,450

Total cash equivalents at fair value $ 26,238 $ — $ — $ 26,238

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, 2024

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

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 following table shows a reconciliation of the beginning and ending fair value measurements of our contingent consideration, which we have valued using level 3 inputs:

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the First Anniversary Payment Amount and the Second Anniversary Payment Amount, based on the First Anniversary ARR and the Second Anniversary ARR of Bridg, respectively.

As of December 31, 2023, we have paid the First Anniversary Payment consisting of $ 50.1 million of cash and 2,740,418 shares of our common stock to the Stockholder Representative, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits.

As of December 31, 2023, we paid the First Anniversary Payment consisting of $ 50.1 million of cash and 2,740,418 shares of our common stock to the Stockholder Representative, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits.

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 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.

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.

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, 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.

We subsequently paid the Stockholder Representative $ 3.0 million in cash on January 29, 2025 and $ 2.0 million in cash on June 25, 2025.

There are no further payments due under the Settlement Agreement as of December 31, 2025.

COMMITMENTS AND CONTINGENCIES

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 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

We lease property and equipment under non-cancelable operating lease agreements.

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 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.

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 year ended December 31, 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.

In connection with our acquisition of Bridg, we owe a brokerage fee as per the Settlement Agreement.

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.

From time to time, we may become involved in legal actions arising in the ordinary course of business including, but not limited to, intellectual property infringement and collection matters.

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

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

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.

From time to time, we may become involved in legal actions arising in the ordinary course of business including, but not limited to, intellectual property infringement, collection matters and indemnifications.

We make assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available.

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We do not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material.

Additionally, in the ordinary course of business, we have entered into indemnification agreements with directors and certain officers and employees that will require Cardlytics, among other things, to indemnify them against certain liabilities and litigation that may arise by reason of their status or service as directors, officers or employees.

To date, the Company has not incurred material costs in any year presented to settle claims related to these indemnification agreements, and the Company has not accrued any liabilities for these agreements as of December 31, 2025 and 2024.

As part of the acquisition of Bridg, and pursuant to the terms of the Merger Agreement, we agreed to make two earnout payments:

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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.

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

Loss on divestitures — 6,550 —

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

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

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(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.

As a percentage of our total consolidated revenues, revenues from external customers in the United States for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 were 87 %, 92 % and 94 %, respectively.

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

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Total $ 2,025 $ 2,596

Capital expenditures within the United Kingdom and India were $ 0.1 million, $ 0.2 million and $ 0.5 million during 2024, 2023 and 2022, respectively.

Capital expenditures within the United Kingdom were $ 0.1 million, $ 0.1 million and $ 0.2 million during 2025, 2024 and 2023, respectively.

Concentrations of Risk

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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, 2024, December 31, 2023 and December 31, 2022, our top five marketers accounted for 16 %, 15 % and 15 % of our Revenue, respectively, with no marketer accounting for over 10% during each period.

During the years ended December 31, 2025, 2024 and 2023, our top five marketers accounted for 20 %, 16 % and 15 % of our Revenue, respectively, with no marketer accounting for over 10% during each period.

As of December 31, 2025 and 2024, our top five marketers accounted for 30 % and 17 % of our accounts receivable, respectively, with no individual marketer representing over 10% as of the end of each period.

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If an FI partner terminates its agreement with us, we would lose that FI as a source of purchase data and online banking customers.

During the years ended December 31, 2024, 2023 and 2022, our top three FI partners combined to account for over 85 %, 85 % and 80 %, respectively, of the total Partner Share we paid to all partners.

During the year ended December 31, 2025, our top three FI partners combined to account for over 80 % of the total Partner Share we paid to all partners.

During the years ended 2024 and 2023, our top three FI partners combined to account for over 85 % in each year.

During 2025, no FI partner represented over 50% and each represented over 15 % of Partner Share.

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.

SUBSEQUENT EVENTS

On January 23, 2026, the Company, PAR Technology Corporation and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR, entered into an asset purchase agreement, pursuant to which Buyer agreed to acquire all of the Company’s assets, properties and rights primarily related to, or primarily used in, its Bridg platform, subject to certain exceptions.

In connection with the Bridg Sale, Buyer also agreed to assume certain liabilities and obligations of the Company 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 the Company 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 the Company 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 the Company prior to Closing less (C) an estimated closing net adjustment amount for revenue received by the Company for goods or services to be delivered or performed after the Closing pursuant to contracts 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 Securities and Exchange Commission (“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 of 1933, as amended (the “Securities Act”).

The Purchase Agreement contains customary representations, warranties, conditions and covenants of the Company, PAR and Buyer, including a non-competition and non-solicitation covenant for the Company with respect to the Purchased Assets for a period of five years following the Closing.

Additionally, during the period from the Signing Date through and including the Closing Date, the Company has agreed to carry on its business with respect to the Purchased Assets in the ordinary course and consistent with past practices.

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 the Company’s ability to consummate the Bridg Sale.

The Purchase Agreement may be terminated prior to the Closing by mutual written agreement of the Company and Buyer, or by either the Company or Buyer in certain circumstances specified in the Purchase Agreement, including by Buyer if any of the closing conditions specified in the Purchase Agreement have not been fulfilled by March 24, 2026, unless such failure is due to Buyer’s failure to perform or comply with any of the covenants, agreements or conditions required to be performed or complied with by Buyer prior to the Closing.

The Purchase Agreement, the Bridg Sale and the other transactions contemplated by the Purchase Agreement have been approved by the board of directors of the Company.

The foregoing is a summary description of certain terms of the Purchase Agreement, is not complete and is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which the Company has filed as an exhibit to this Annual Report on Form 10-K for the year ended December 31, 2025.

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