Cardlytics, Inc.

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Primary Executive Officer ("PEO"), our Named Executive Officers ("NEO") and the financial performance of the Company based on certain financial performance measures. For further information concerning the Company's pay-for-performance philosophy and how we align executive compensation with our financial performance, refer to "Executive Compensation" above.

(1)The dollar amounts reported in this column represent the amount of total compensation reported for Mr. Gupta, Chief Executive Officer and Mr. Temsamani, our former Chief Executive Officer, for each covered fiscal year in the "Total" column of the Summary Compensation Table for each applicable fiscal year.

(2)The dollar amounts reported in this column represent the amount of "compensation actually paid" to Mr. Gupta and Mr. Temsamani, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Mr. Temsamani during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Temsamani's total compensation for each covered fiscal year to determine the compensation actually paid to each of them for such fiscal year:

(a)The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for each applicable fiscal year.

(b)The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of all equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of the applicable fiscal year; (ii) the amount equal to the change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for equity awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the applicable fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in the total compensation for the applicable fiscal year. The valuation assumptions used to calculate the fair values for purposes of determining "compensation actually paid" did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

(c)

(d)

(3)The dollar amounts reported in this column represent the average of the amounts of total compensation reported for our NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) for each applicable fiscal year in the "Total" column of the Summary Compensation Table. The names of each of the NEOs (excluding Mr. Gupta and Mr. Temsamani) included for purposes of calculating the average amounts of total compensation in each applicable fiscal year are as follows: (ii) for 2025 and 2024, Ms. DeSieno and Mr. Lynton; (iii) for 2023, Mr. Gupta, Ms. DeSieno, Mr. Lynton and Andy Christiansen, our former Chief Financial Officer.

(4)The dollar amounts reported in this column represent the average amount of "compensation actually paid" to the NEOs as a group (excluding Mr. Gupta and Mr. Temsamani), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to the NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) for each applicable fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:

(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

(5)Cumulative total stockholder return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period by our share price at the beginning of the measurement period.

(6)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for each applicable fiscal year.

Financial Performance Measures

Our executive compensation program reflects a variable "pay-for-performance" philosophy. The performance measures that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our Chief Executive Officer and other NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by us to link executive compensation actually paid to our Chief Executive Officer and other NEOs, for the most recently completed fiscal year, to our performance are as follows:

a. Net Loss

b. Return on Investment

Analysis of the Information Presented in the Pay versus Performance Table

Our executive compensation program reflects a variable "pay-for-performance" philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the "Pay vs. Performance" table.

Compensation Actually Paid and Net Loss

The amount of compensation actually paid to Mr. Gupta and Mr. Temsamani and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) is generally aligned with our net loss over the three years presented in the table. While we do not use net loss as a performance measure in our executive compensation program, the measure of net loss is correlated with the measure adjusted contribution and adjusted EBITDA, which we do use for when setting goals in our short-term incentive compensation program and the performance-based RSUs that were awarded during 2025 to our PEO and other NEOs.

Compensation Actually Paid and Cumulative TSR of the Company

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Gupta and Mr. Temsamani, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) is generally aligned with our cumulative TSR over the three-year period.

All information provided above under the "Pay vs. Performance" heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate such information by reference.