Cardlytics, Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
CDLX$1.95-11.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001628280-26-032158
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053340
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 148 previous paragraphs and 119 current paragraphs.
64 unchanged; 36 reworded; 16 added; 42 removed; 6 previous and 3 current paragraphs rearranged.
Tables are not compared: 25 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
We report our Revenue net of Consumer Incentives and gross of Partner Share and other third-party costs. Refer to Note 5—Revenue for further details on our revenue recognition policies.
Current report
Total delivery costs decreased by $5.9 million during thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025. Delivery costs excluding stock-based compensation, separation costs, and reduction in force decreased by$5.2 million during thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025, driven by a decrease of $3.3 million in data storage expense and $1.9 million in staff expense.
Current report
Total sales and marketing expense decreasedby $6.0 million during thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025. Sales and marketing expenses excluding stock-based compensation, separation costs, and reduction in force decreased by$4.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to a decrease of $3.8 million in staff expenses, $0.2 million in marketing expense, and $0.1 million in other administrative expenses, partially offset by a $0.1 million increase in travel and entertainment expense.
Current report
Total research and development expense decreased by $8.2 million during thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025. Research and development expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $4.7 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to a decrease of $4.8 million in staff expenses and a $0.2 million decrease in professional fees, partially offset by a $0.3 million increase in data storage and software license expense.
Current report
Total general and administrative expense decreased by$9.0 million during thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025. General and administrative expense excluding stock-based compensation, separation costs, and reduction in force decreased by$6.8 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to reductions of $2.6 million in staff expense, $1.6 million in other administrative expense, $0.8 million in professional fees, $0.6 million in facilities expense, $0.5 million in IT expense, $0.3 million in travel and entertainment expense, and $0.4 million in tax expense.
Current report
Stock-based compensation expense decreased by $5.1 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by higher forfeitures due to a reduction in headcount as a result of the reductions in force that occurred during 2025. Refer to Note 8—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense.
Current report
Stock-based compensation expense decreased by $9.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by higher forfeitures due to a reduction in headcount as a result of the reductions in force that occurred during 2025. Refer to Note 8—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense.
Current report
Separation Costs and Reduction in Force
Current report
Separation costs and reduction in force include one-time severance and related expenses.
Current report
Depreciation and amortization expense decreased by $0.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to a decrease in fixed assets.
Current report
Interest expense, net increased by $0.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily driven by higher average borrowings under our 2018 Line of Credit prior to the April 2026 repayment, as well as a decrease in interest income.
Current report
Interest expense, net increased by $1.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily driven by higher average borrowings under our 2018 Line of Credit prior to the April 2026 repayment, as well as a decrease in interest income.
Current report
Foreign Currency Gain (Loss)
Current report
During the six months ended June 30, 2026, we had $5.0 million in borrowings and $30.1 million in repayments on the 2018 Line of Credit, including $20.1 million repaid in April 2026 using proceeds from the sale of PAR common stock, resulting in net repayments of $25.1 million. As of June 30, 2026, we had net borrowings of $15.0 million under the 2018 Line of Credit with $20.7 million of unused available borrowings.
Current report
Operating activities used $14.2 million of cash during the six months ended June 30, 2026, compared to $5.5 million during the six months ended June 30, 2025. The increase in cash used was primarily driven by movement in the net working capital accounts, including a $10.3 million decrease in our Consumer Incentive liability and a $6.3 million decrease in our Partner Share liability, partially offset by a $13.2 million decrease in accounts receivable and contract assets.
Current report
Financing activities used $25.1 million of cash during the six months ended June 30, 2026, which consisted of $30.1 million in repayments against the 2018 Line of Credit, including $20.1 million repaid using proceeds from the sale of PAR common stock in April 2026, partially offset by $5.0 million in borrowings on the 2018 Line of Credit in March 2026.
Removed paragraphs (42)
Previous report
Adjusted Net Loss
Previous report
We define Adjusted Net Loss as our Net Loss before stock-based compensation expense continuing operations; foreign currency loss (gain); loss on investment; gain on divestiture; change in contingent consideration; and Income (loss) from discontinued operations and, in applicable periods, certain other income and expense items, such as impairment of goodwill, gain on debt extinguishment and intangible assets, reduction in force and income tax benefit. We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted.
Previous report
During the three months ended March 31, 2026, Billings decreased by $34.0 million compared to the three months ended March 31, 2025, primarily driven by a $35.5 million decrease in net sales to existing marketers, partially offset by an increase of $1.5 million in sales to new marketers.
Previous report
In the near term, we expect our Billings to decrease compared to applicable prior year periods, primarily related to our largest FI partner recently restricting us from publishing offers for certain marketers on its channels. We expect that these restrictions will impact our ability to grow marketing budgets for select advertisers, and in many cases will cause the marketing budgets for select advertisers to decrease significantly. We intend to work with our other FI partners to shift such marketers to other channels.
Previous report
Adjusted Net Loss
Previous report
The following table presents a reconciliation of Adjusted Net Loss to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated:
Previous report
Components of Results of Operations
Previous report
We sell our Cardlytics platform solution by entering into agreements directly with marketers or their marketing agencies, generally through the execution of insertion orders. The insertion orders state the terms of the arrangement, the negotiated fee, payment terms and the fixed period of time of the campaign. We generally invoice marketers monthly based on the qualifying purchases of our partners' customers as reported by our partners during the month or based on the engagement of our partners' customers with our offers during the month. We report our Revenue net of Consumer Incentives and gross of Partner Share and other third-party costs. The Bridg platform generated Revenue through the sale of subscriptions to our cloud-based customer-data platform and the delivery of professional services, such as implementation, onboarding and technical support in connection with each subscription. We recognize subscription Revenue on a ratable basis over the contract term beginning on the date that our service is made available to the customer.
Previous report
Cost and Expense
Previous report
We classify our expenses into the following categories: Partner Share and other third-party costs; delivery costs; sales and marketing expense; research and development expense; general and administrative expense; and depreciation and amortization expense.
Previous report
Sales and marketing expense consists primarily of personnel costs of our sales, account management, marketing and analytics teams, including salaries, benefits, bonuses, commissions, stock-based compensation and payroll taxes. Sales and marketing expense also includes professional fees, marketing programs such as trade shows, marketing materials, public relations, sponsorships and other brand building expenses, as well as outsourcing costs, travel and entertainment expenses and company-funded consumer testing expenses for certain marketers that are not current customers. Over time, we expect sales and marketing expenses will decline as a percentage of Revenue.
Previous report
Research and development expense consists primarily of personnel costs of our IT engineering, IT architecture and product development teams, including salaries, benefits, bonuses, stock-based compensation and payroll taxes. Research and development expense also includes outsourcing costs, software licensing costs, professional fees and travel expenses. We focus our research and development efforts on improving our solutions and developing new ones. In the near term we expect research and development expenses will decline in absolute dollars as we optimize our development efforts. Over time we expect research and development expense to decrease as a percentage of Revenue.
Previous report
General and administrative expense consists of personnel costs of our executive, finance, legal, compliance, IT support and human resources teams, including salaries, benefits, bonuses, stock-based compensation and payroll taxes. General and administrative expense also includes professional fees for external legal, accounting and consulting services, financing transaction costs, facilities costs such as rent and utilities, royalties, bad debt expense, travel expense, property taxes and franchise taxes. We expect that general and administrative expenses will decrease over time as a percentage of Revenue as we optimize our cost structure.
Previous report
Change in Contingent Consideration
Previous report
Our acquisition of Bridg included a component of contingent consideration to be paid to the sellers if certain performance levels were achieved by Bridg over a specific period of time. Contingent consideration is initially recorded at fair value on the acquisition date based, in part, on a range of estimated probabilities for achievement of these performance levels. The fair value is periodically adjusted as actual performance levels become known and updates are made to the estimated probabilities for future performance. A gain or loss is recognized in the income statement for fair value adjustments. If we make additional acquisitions, it is possible that we will incur gains or losses in the future due to the change in contingent consideration.
Previous report
Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. The impairment analysis involves determining whether the estimated fair value of each intangible asset exceeds its carrying amount. Our estimation of the fair value of definite lived intangible assets include the use of discounted cash flow analyses, which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows and discount rates.
Previous report
Loss on Investment
Previous report
Depreciation and amortization expense includes depreciation of property and equipment over the estimated useful life of the applicable asset as well as amortization of acquired intangible assets, deferred patent costs and capitalized internal-use software development costs.
Previous report
Interest expense, net consists of interest incurred on our debt facilities, as well as related discount amortization and financing costs, partially offset by interest income on our cash balances.
Previous report
Foreign Currency (Loss) Gain
Previous report
Foreign currency (loss) gain consists primarily of gains and losses on foreign currency transactions.
Previous report
Revenue
Previous report
Delivery Costs
Previous report
Sales and Marketing Expense
Previous report
Research and Development Expense
Previous report
General and Administrative Expense
Previous report
Stock-based compensation expense decreased by $3.9 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by the Bridg Sale on March 24, 2026. Refer to Note 3—Discontinued Operations to our condensed consolidated financial statements for additional information regarding the divestiture of our Bridg business.
Previous report
Change in contingent consideration
Previous report
During the three months ended March 31, 2025 we realized an expense of $0.1 million primarily due to the change in value of contingent consideration to the former Bridg shareholders. Refer to Note 9—Fair Value Measurements to our consolidated financial statements for additional information regarding the contingent consideration.
Previous report
Divestiture costs
Previous report
Depreciation and Amortization Expense
Previous report
Interest Expense, Net
Previous report
Interest expense, net increased by $0.7 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to an increase in interest expense due to the draw down on our 2018 Line of Credit, partially offset by an increase in interest income associated with the approval of the second quarter 2021 employee retention tax credit.
Previous report
Foreign Currency (Loss) Gain
Previous report
Subsequent to March 31, 2026, the Company liquidated its entire position in PAR common stock, 1,810,222 shares, for net cash proceeds of $23.0 million. Of these proceeds, $20.1 million was utilized to pay down the outstanding balance on our 2018 Line of Credit. As of April 2026, the Company had $15.0 million drawn on the facility with $26.1 million in remaining borrowing capacity.
Previous report
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. 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, 2023, we could extend the maturity date of the loan to April 29, 2025. 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. 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. 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%.
Previous report
In April 2024, we repaid in full $30.0 million of the principal balance of the 2018 Line of Credit. Interest on advances under the 2018 Line of Credit bore an interest rate equal to the prime rate plus 0.25%. During the three months ended March 31, 2025, we incurred approximately $0.7 million of interest expense associated with the 2018 Loan Facility. In addition, we are required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the revolving commitment.
Previous report
In July 2024, we amended our 2018 Loan Facility, which increased the ability to borrow up to 85% of the amount of our U.S. eligible accounts receivable and 30% of the amount of our U.K. eligible accounts receivable, decreased our required minimum level of Adjusted EBITDA, and decreased the interest rate to prime rate plus 0.125%. The amendment also establishes a reserve and included an extension of the maturity date of the loan to July 31, 2026.
Previous report
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. 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.
Previous report
As of March 31, 2026, we had net borrowings of $35.1 million under the 2018 Line of Credit, which includes a repayment of $10.0 million on February 25, 2026 and a drawdown of $5.0 million on March 30, 2026. Subsequent to March 31, 2026, we repaid $20.1 million on April 7, 2026 under the 2018 Line of Credit. As of April 2026, we had $26.1 million of unused available borrowings under our 2018 Line of Credit.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Reworded paragraphs (36)
Previous wording
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "will," "would" or the negative or plural of these words or similar expressions or variations, and such forward-looking statements include, but are not limited to, statements with respect to our business strategy, plans and objectives for future operations, including our expectations regarding our expenses; continued enhancements of our platform and new product offerings; our future financial and business performance; and our ability to continue to add new FI partners and marketers and maintain our relationships with existing FI partners and marketers. The events described in these forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled "Risk Factors," set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other SEC filings. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Current wording
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "will," "would" or the negative or plural of these words or similar expressions or variations, and such forward-looking statements include, but are not limited to, statements with respect to our business strategy, plans and objectives for future operations, including our expectations regarding our expenses; continued enhancements of our platform and new product offerings; our future financial and business performance; and our ability to continue to add new FI partners and marketers and maintain our relationships with existing FI partners and marketers. The events described in these forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled "Risk Factors," set forth in our Annual Report on 10-K, in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other SEC filings. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Previous wording
We operate a commerce media platform that is designed to make commerce smarter and rewarding for everyone. At the core of our commerce media platform is the financial media network that we run within our partners' digital channels, which includes online and mobile applications (the "Cardlytics platform"). The partners for the Cardlytics platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers. By applying advanced analytics to the purchase data we receive, we make it actionable, helping marketers reach potential buyers at scale and measure the true sales impact of their marketing spend. We have strong relationships with leading marketers across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment.
Current wording
We operate a purchase intelligence platform that transforms transaction data into targeted, personalized offers and rewards for consumer brands, delivered through a banking and commerce platform in the United States and the United Kingdom. At the core of our platform is the financial media network that we operate within our partners' digital channels, which includes online and mobile applications (the "Cardlytics purchase intelligence platform"). The partners for the Cardlytics purchase intelligence platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers. By applying advanced analytics to the purchase data we receive, we make it actionable, helping marketers reach potential buyers at scale and measure the true incremental sales impact of their marketing spend. We have strong relationships with leading marketers across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment.
Previous wording
Working with an advertiser, we design a campaign that targets consumers based on their purchase history. The consumer is offered an incentive ("Consumer Incentives") to make a purchase from the brand within a specified period. We use a portion of the fees that we collect from advertisers to provide these Consumer Incentives to customers after they make qualifying purchases. We report our Revenue on our consolidated statements of operations net of Consumer Incentives since we do not provide the goods or services that are purchased by customers from the advertisers to which the Consumer Incentives relate.
Current wording
Working with an advertiser, we design a campaign that targets consumers based on their verified purchase history, including total-wallet visibility into competitive and cross-category spending. The consumer is offered an incentive ("Consumer Incentives") to make a purchase from the brand within a specified period. We use a portion of the fees that we collect from advertisers to provide these Consumer Incentives to customers after they make qualifying purchases. We report our Revenue on our consolidated statements of operations net of Consumer Incentives since we do not provide the goods or services that are purchased by customers from the advertisers to which the Consumer Incentives relate.
Previous wording
We run campaigns offering compelling Consumer Incentives to drive an expected rate of return on advertising spend for marketers. At times, we may collaborate with a partner to enhance the level of Consumer Incentives to their respective customers, funded by their Partner Share. We believe that these investments by our partners positively impact our platform by making their customers more highly engaged with our platforms. However, these investments negatively impact our GAAP Revenue, which is reported net of Consumer Incentives.
Current wording
We run campaigns offering compelling Consumer Incentives to drive an expected rate of return on advertising spend for marketers. At times, we may collaborate with a partner to enhance the level of Consumer Incentives to their respective customers, funded by their Partner Share. We believe that these investments by our partners positively impact our platform by making their customers more highly engaged with our platform. However, these investments negatively impact our GAAP Revenue, which is reported net of Consumer Incentives.
Previous wording
On March 24, 2026 (the “Closing Date”), we completed the Bridg Sale. Pursuant to the Purchase Agreement, on the Closing Date, PAR delivered to us 1,810,222 shares of PAR’s common stock as consideration for the Bridg Sale.
Current wording
On March 24, 2026 (the “Closing Date”), we completed the Bridg Sale. Pursuant to the Purchase Agreement, on the Closing Date, PAR delivered to us 1,810,222 shares of common stock in PAR as consideration for the Bridg Sale, which we subsequently sold for cash proceeds of $23.0 million, net of fees.
Previous wording
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, for the three months ended March 31, 2025, we recorded a gain on disposal or divestiture of $5.4 million primarily due to the derecognition of the wallet liability associated with the Dosh app within the condensed consolidated statement of operations.
Current wording
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, for the six months ended June 30, 2025, we recorded a gain on disposal or divestiture of $5.2 million primarily due to the derecognition of the wallet liability associated with the Dosh app within the condensed consolidated statement of operations.
Previous wording
During the three months ended March 31, 2026, Cardlytics MQUs decreased by 17.9 million compared to the three months ended March 31, 2025, primarily driven by a FI partner in the U.S. exiting the Cardlytics platform.
Current wording
During the three months ended June 30, 2026, Cardlytics MQUs decreased by 39.0 million compared to the three months ended June 30, 2025, primarily driven by an FI partner in the U.S. exiting the Cardlytics purchase intelligence platform. During the six months ended June 30, 2026, Cardlytics MQUs decreased by 28.5 million compared to the six months ended June 30, 2025 primarily driven by an FI partner in the U.S. exiting the Cardlytics purchase intelligence platform.
Previous wording
We define MQUs as targetable customers that have made a transaction using their account with primarily an FI Partner in a given month, excluding pilot supply during the ramp up period, and whose transaction data was shared with Cardlytics. We then calculate a monthly average of these MQUs for the periods presented. We believe that the number of MQUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers.
Current wording
We define MQUs as targetable customers that have made a transaction using their account with primarily an FI Partner in a given month, excluding pilot supply during the ramp up period, and whose transaction data was shared with Cardlytics. We then calculate a monthly average of these MQUs for the periods presented. We believe that the number of MQUs is an indicator of the Cardlytics purchase intelligence platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers.
Previous wording
We define ACPU as the Cardlytics platform Adjusted Contribution generated in the applicable period, divided by Cardlytics average MQUs in the applicable period. We believe that Adjusted Contribution is the most relevant metric as it reflects the value Cardlytics keeps after subtracting out rewards, Partner Share and other third-party costs. We believe that ACPU measures the Cardlytics platform's efficiency in converting marketer budgets into the value generated by customer engagement.
Current wording
We define ACPU as the Cardlytics purchase intelligence platform Adjusted Contribution generated in the applicable period, divided by Cardlytics average MQUs in the applicable period. We believe that Adjusted Contribution is the most relevant metric as it reflects the value Cardlytics keeps after subtracting out rewards, Partner Share and other third-party costs. We believe that ACPU measures the Cardlytics purchase intelligence platform's efficiency in converting marketer budgets into the value generated by customer engagement.
Previous wording
(1)Revenues, Consumer Incentives, Billings, Gross Profit, Adjusted Contribution, Net Loss, Adjusted EBITDA and Adjusted Net Loss reflect the effects of disposed businesses through the respective disposal dates. Refer to Note 3—Discontinued Operations to our consolidated financial statements for additional information regarding the divestiture of our Bridg business.
Current wording
(1)Revenues, Billings, Gross Profit, Adjusted Contribution, and Adjusted EBITDA reflect the effects of disposed businesses through the respective disposal dates. Refer to Note 3—Discontinued Operations to our consolidated financial statements for additional information regarding the divestiture of our Bridg business.
Previous wording
Billings represents the gross amount billed to customers and marketers for services in order to generate revenue. Cardlytics platform Billings is recognized gross of both Consumer Incentives and Partner Share. Cardlytics platform GAAP Revenue is recognized net of Consumer Incentives and gross of Partner Share. Bridg platform Billings is the same as Bridg platform GAAP Revenue.
Current wording
Billings represents the gross amount billed to customers and marketers for services in order to generate revenue. Cardlytics purchase intelligence platform Billings is recognized gross of both Consumer Incentives and Partner Share. GAAP Revenue is recognized net of Consumer Incentives and gross of Partner Share.
Previous wording
Adjusted Contribution measures the degree by which Revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted Contribution demonstrates how incremental Revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administrative and other investments. Adjusted Contribution is calculated by taking our total Revenue less our Partner Share and other third-party costs. Adjusted Contribution does not take into account all costs associated with generating Revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. Management views Adjusted Contribution as the most relevant metric to measure the financial performance as it reflects the dollars we keep after all of our partners are paid.
Current wording
Adjusted Contribution measures the degree by which Revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted Contribution demonstrates how incremental Revenue on our platform generates incremental amounts to support our sales and marketing, research and development, general and administrative and other investments. Adjusted Contribution is calculated by taking our total Revenue less our Partner Share and other third-party costs. Adjusted Contribution does not take into account all costs associated with generating Revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. Management views Adjusted Contribution as the most relevant metric to measure our financial performance as it reflects the dollars we keep after all of our partners are paid.
Previous wording
Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense continuing operations; foreign currency loss (gain); loss on investment; gain on divestiture; change in contingent consideration and Income (loss) from discontinued operations and, in applicable periods, certain other income and expense items, such as impairment of goodwill and intangible assets; income tax benefit; gain on debt extinguishment; reduction in force and deferred implementation costs. We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, impairment of goodwill and intangible assets and foreign currency loss (gain) are non-cash impacting. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net loss in order to calculate Adjusted EBITDA.
Current wording
Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense continuing operations; separation costs and reduction in force; foreign currency (gain) loss; loss on investment; loss (gain) on divestiture; change in contingent consideration and loss (income) from discontinued operations and, in applicable periods, certain other income and expense items, such as impairment of goodwill and intangible assets; income tax benefit; gain on debt extinguishment and deferred implementation costs. We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, impairment of goodwill and intangible assets and foreign currency gain (loss) are non-cash impacting. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net loss in order to calculate Adjusted EBITDA.
Previous wording
We define Free Cash Flow as net cash used in operating activities, plus acquisition of property and equipment and capitalized software development costs and, in applicable periods, acquisition of patents. We believe free cash flow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business. We believe this supplemental information enhances stockholders' ability to evaluate our performance.
Current wording
We define Free Cash Flow as net cash (used in) provided by operating activities, plus acquisition of property and equipment and capitalized software development costs and, in applicable periods, acquisition of patents, and legal indemnification payments. We believe free cash flow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business. We believe this supplemental information enhances stockholders' ability to evaluate our performance.
Previous wording
(2)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.3 million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively.
Current wording
(2)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.1 million and $0.4 million during the three months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense recognized in consolidated delivery costs totaled $0.4 million and $0.9 million during the six months ended June 30, 2026 and 2025, respectively.
Previous wording
Comparison of Three Months Ended March 31, 2026 and 2025
Current wording
Comparison of Three and Six Months Ended June 30, 2026 and 2025
Previous wording
As a result of the closing of the Bridg Sale, we analyzed quantitative and qualitative factors relevant to the Bridg disposal group and determined that the accounting criteria to be classified as held for sale and a discontinued operation were met during the three months ended March 31, 2026. Accordingly, the operating results of the Bridg business have been reflected as discontinued operations for all periods presented.
Current wording
As a result of the closing of the Bridg Sale, we analyzed quantitative and qualitative factors relevant to the Bridg disposal group and determined that the accounting criteria to be classified as held for sale and a discontinued operation were met during the three and six months ended June 30, 2026. Accordingly, the operating results of the Bridg business have been reflected as discontinued operations for all periods presented.
Previous wording
The $22.1 million decrease in Revenue during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was comprised of a $34.0 million decrease in Billings and a $11.9 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to strategic decisions to drive incremental performance for our advertisers as well as optimization of our network.
Current wording
The $21.2 million decrease in Revenue during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was comprised of a $33.4 million decrease in Billings due to the change in bank partner relationships, partially offset by a $12.2 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to strategic decisions to drive incremental performance for our advertisers as well as optimization of our network.
Previous wording
Partner Share and other third-party costs consist primarily of the Partner Share that we pay our partners, media and data costs and deferred implementation costs incurred pursuant to our agreements with certain partners. To the extent that we use a specific partner's customers' anonymized purchase data in the delivery of our solutions, we generally pay the applicable partner a Partner Share calculated based on the relative contribution of the data provided by the partner to the overall delivery of the services. We expect that our Partner Share and other third-party costs will fluctuate over time in connection with changes in our Revenue.
Current wording
Partner Share and other third-party costs consist primarily of the Partner Share that we pay our partners, media and data costs and deferred implementation costs incurred pursuant to our agreements with certain partners. We expect these costs to fluctuate in connection with changes in our Revenue. Refer to Note 5—Revenue for further details.
Previous wording
Partner Share and other third-party costs decreased by$14.5 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily drivenby lower top line billings and changes in Partner mix.
Current wording
Partner Share and other third-party costs decreased by$11.1 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by lower top line billings and changes in Partner mix.
Previous wording
Delivery costs consist primarily of personnel costs of our campaign, data operations and production support teams, including salaries, benefits, bonuses, stock-based compensation and payroll taxes. Delivery costs also include hosting costs, purchased or licensed software costs, outsourcing costs and professional services costs. As we continue to migrate our technology to the cloud, we expect our delivery costs will increase in absolute dollars and if such anticipated Revenue growth does not occur, our delivery costs as a percentage of Revenue will be adversely affected. Over time, we expect delivery costs will decline as a percentage of Revenue.
Current wording
Delivery costs consist primarily of personnel costs of our campaign, data operations and production support teams, including salaries, benefits, bonuses, stock-based compensation and payroll taxes. Delivery costs also include hosting costs, purchased or licensed software costs, outsourcing costs and professional services costs.
Previous wording
Total delivery costs decreased by $3.2 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Delivery costs excluding stock-based compensation decreased by $3.0 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven by a decrease of $1.3 million in staff expense and $1.7 million in data storage expense.
Current wording
Total delivery costs decreased by $2.7 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Delivery costs excluding stock-based compensation, separation costs, and reduction in force decreased by $2.2 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by a decrease of $1.4 million in data storage expense and $0.8 million in staff expense.
Previous wording
Total sales and marketing expense decreased by $3.6 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Sales and marketing expenses excluding stock-based compensation decreased by$2.7 million during thethree months ended March 31, 2026 compared to thethree months ended March 31, 2025 primarily due to a decrease of $2.6 million in staff expenses and $0.1 million in marketing expense.
Current wording
Total sales and marketing expense decreased by $2.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Sales and marketing expenses excluding stock-based compensation, separation costs, and reduction in force decreased by$1.3 million during thethree months ended June 30, 2026 compared to thethree months ended June 30, 2025 primarily due to a decrease of $1.1 million in staff expenses, $0.1 million in advertising expense, and $0.1 million in other administrative expense.
Previous wording
Total research and development expense decreased by$3.8 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Research and development expenses excluding stock-based compensation decreased by$3.0 million during thethree months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to a decrease of $2.4 million in staff expenses, $0.4 million in data storage and software license expense, $0.1 million in professional fees, and $0.1 million in facilities and travel expense.
Current wording
Total research and development expense decreased by$4.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Research and development expenses excluding stock-based compensation, separation costs, and reduction in force decreased by$1.7 million during thethree months ended June 30, 2026 compared to thethree months ended June 30, 2025, primarily due to a decrease of $2.4 million in staff expenses, partially offset by a $0.7 million increase in data storage and software license expense.
Previous wording
Total general and administrative expense decreased by$4.7 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. General and administrative expense excluding stock-based compensation decreased by$3.2 million during thethree months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to reductions of $1.2 million in staff expenses, $0.5 million in other administration fees, $0.4 million in professional fees, $0.3 million in facilities expense, $0.3 million in franchise and usage taxes, $0.3 million in software licenses and data storage, $0.2 million in travel and entertainment expense.
Current wording
Total general and administrative expense decreased by$4.4 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. General and administrative expense excluding stock-based compensation, separation costs, and reduction in force decreased by$3.6 million during thethree months ended June 30, 2026 compared to thethree months ended June 30, 2025, primarily due to reductions of $1.4 million in staff expense, $1.1 million in other administrative expense, $0.3 million in facilities expense, $0.3 million in IT expense, $0.3 million in professional fees, and $0.2 million in travel and entertainment fees.
Previous wording
During the three months ended March 31, 2025, we realized an expense of $5.4 million primarily due to the decommissioning of the Dosh app, a consumer facing cashback mobile application, operated by Dosh Holding LLC on February 28, 2025. Refer to Note 1—Overview of Business and Basis of Presentation for more information.
Current wording
During the six months ended June 30, 2025, we realized an expense of $5.2 million primarily due to the decommissioning of the Dosh app, a consumer facing cashback mobile application, operated by Dosh Holding LLC on February 28, 2025. Refer to Note 1—Overview of Business and Basis of Presentation for more information.
Previous wording
Depreciation and amortization expense decreased by $0.4 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to a decrease in fixed assets.
Current wording
Depreciation and amortization expense decreased by $0.2 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a decrease in fixed assets.
Previous wording
Foreign currency (loss) gain was a loss of $1.7 million during the three months ended March 31, 2026 compared to a gain of $2.6 million during the three months ended March 31, 2025, primarily due to the change in the value of the British pound relative to the U.S. dollar.
Current wording
Foreign currency gain (loss) was a gain of $0.2 million during the three months ended June 30, 2026 compared to a gain of $5.4 million during the three months ended June 30, 2025, primarily due to the fluctuations in the value of the British pound relative to the U.S. dollar.
Previous wording
Our cash and cash equivalents are available for working capital purposes. We do not enter into investments for trading purposes, and our investment policy is to invest any excess cash in short-term, highly liquid investments that limit the risk of principal loss. Currently, a significant portion of our cash and cash equivalents are held in fully FDIC-insured money market accounts and demand deposit accounts. As of March 31, 2026, our money market account earned approximately a 4.1% annual rate of interest. As of March 31, 2026, $5.0 million of our cash and cash equivalents were in the United Kingdom. While our investment in Cardlytics U.K. Limited is not considered indefinitely invested, we do not have any current plans to repatriate these funds.
Current wording
Our cash and cash equivalents are available for working capital purposes. We do not enter into investments for trading purposes, and our investment policy is to invest any excess cash in short-term, highly liquid investments that limit the risk of principal loss. Currently, a significant portion of our cash and cash equivalents are held in fully FDIC-insured money market accounts and demand deposit accounts. As of June 30, 2026, our money market account earned approximately a 4.1% annual rate of interest. As of June 30, 2026, $5.5 million of our cash and cash equivalents were in the United Kingdom. However, our investment in Cardlytics U.K. Limited is not considered indefinitely invested.
Previous wording
Through March 31, 2026, we have incurred accumulated net losses of $1,408.5 million since inception, including net loss of $4.5 million for the three months ended March 31, 2026. We have historically financed our operations and capital expenditures through convertible note financings, private placements of our redeemable convertible preferred stock, public offerings of our common stock as well as lines of credit.
Current wording
Through June 30, 2026, we have incurred accumulated net losses of $1.4 billion since inception, including net loss of $14.9 million for the three months ended June 30, 2026. We have historically financed our operations and capital expenditures through convertible note financings, private placements of our redeemable convertible preferred stock, public offerings of our common stock as well as lines of credit.
Previous wording
In January 2024, we renewed a cloud hosting agreement guaranteeing aggregate spend to a cloud hosting provider of $17.0 million each year over a three-year period. During the second year of the agreement, we had $16.2 million of aggregated spend. As a result of the shortfall, we accrued $0.8 million within accrued expenses liability on our consolidated balance sheets as of December 31, 2025. During the three months ended March 31, 2026, we entered into a new five-year agreement which replaced the existing three-year agreement and remediated the shortfall from year two. As a result, we reversed the previously recognized $0.8 million expense. The new terms established a year-one guaranteed aggregate spend of $10.0 million, escalating by $0.5 million annually thereafter.
Current wording
During the six months ended June 30, 2026, we entered into a new five-year cloud hosting agreement, replacing the existing three-year agreement. The new terms establish a year-one guaranteed aggregate spend of $10.0 million, escalating by $0.5 million annually thereafter. As a result of entering into the new agreement, we reversed the previously recognized $0.8 million expense that had been accrued as of December 31, 2025. For additional information, refer to Note 10—Commitments and Contingencies.
Previous wording
In April 2026, we amended our 2018 Loan Facility which lowered our required minimum of unrestricted cash from $25.0 million to $20.0 million in the demand deposit accounts.
Current wording
We have a loan facility with Pacific Western Bank (as amended and restated from time to time, the "2018 Loan Facility") which provides for a revolving line of credit (the "2018 Line of Credit") with a maximum borrowing capacity of $60.0 million with an option to increase to $75.0 million upon syndication. Borrowings are limited to 85% of eligible U.S. accounts receivable and 30% of eligible U.K. accounts receivable. The facility matures on April 15, 2028 and bears interest at the prime rate plus 0.125%. We are also required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the revolving commitment. The facility requires us to maintain a minimum level of Adjusted EBITDA and minimum unrestricted cash of $20.0 million in demand deposit accounts. In April 2026, we amended our 2018 Loan Facility to lower our required minimum of unrestricted cash from $25.0 million to $20.0 million in demand deposit accounts.
Previous wording
During the three months ended March 31, 2026 and 2025, we incurred $0.6 million and $0.1 million of interest expense associated with the 2018 Loan Facility, respectively. We believe we are in compliance with all financial covenants as of March 31, 2026.
Current wording
During the three months ended June 30, 2026 and 2025, we incurred $0.3 million and $0.1 million of interest expense associated with the 2018 Loan Facility, respectively. During the six months ended June 30, 2026 and 2025, we incurred $0.9 million and $0.1 million of interest expense associated with the 2018 Loan Facility, respectively. We are in compliance with all financial covenants as of June 30, 2026.
Previous wording
Investing activities used $2.3 million and $3.9 million of cash during the three months ended March 31, 2026 and 2025, respectively. Our investing cash flows during the three months ended March 31, 2026 and 2025 primarily consisted of funds used for the purchases of technology hardware and capitalization of costs to develop internal-use software.
Current wording
The increase was primarily driven by $23.0 million in proceeds from the sale of PAR Technology common stock received as consideration for the Bridg Sale, which was completed in the first quarter of 2026. Additionally, this was partially offset by funds used for the purchases of technology hardware and capitalization of costs to develop internal-use software.
Previous wording
Financing activities used $3.0 million of cash during the three months ended March 31, 2025, which consisted of cash paid pursuant to the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement.
Current wording
Financing activities used $5.1 million of cash during the six months ended June 30, 2025, which consisted of cash paid pursuant to the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement.
Previous wording
We believe that the assumptions and estimates associated with capitalized software development costs including determining if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, evaluating the current stage of the project’s development, and determining its fair value as part of our long-lived asset impairment analysis, the assumptions used in the valuation models to determine the fair value of equity awards and stock-based compensation expense, the assumptions used both in the initial valuation and ongoing impairment analysis of goodwill and acquired intangible assets of Bridg and the assumptions required in determining any valuation allowance recorded against deferred tax assets have the greatest potential impact on our condensed consolidated financial statements.
Current wording
We believe that the assumptions and estimates associated with capitalized software development costs including determining if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, evaluating the current stage of the project’s development, and determining its fair value as part of our long-lived asset impairment analysis, the assumptions used in the valuation models to determine the fair value of equity awards and stock-based compensation expense, the assumptions used both in the initial valuation and ongoing impairment analysis of goodwill and the assumptions required in determining any valuation allowance recorded against deferred tax assets have the greatest potential impact on our condensed consolidated financial statements.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The $43.3 million decrease in Revenue during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was comprised of a $67.3 million decrease in Billings due to the change in bank partner relationships, partially offset by a $24.1 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to strategic decisions to drive incremental performance for our advertisers as well as optimization of our network.
Current report — wording carried from elsewhere
Partner Share and other third-party costs decreased by $25.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by lower top line billings and changes in Partner mix.
Current report — wording carried from elsewhere
Foreign currency gain (loss) was a loss of $1.5 million during the six months ended June 30, 2026 compared to a gain of $8.1 million during the six months ended June 30, 2025, primarily due to the fluctuations in the value of the British pound relative to the U.S. dollar.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
During the three months ended March 31, 2026, Cardlytics ACPU decreased by$0.03 compared to the three months ended March 31, 2025 primarily driven by a FI partner in the U.S. exiting the Cardlytics platform.
Previous report — wording carried elsewhere
(1)Billings reflect the effects of disposed businesses through the respective disposal dates. Refer to Note 3—Discontinued Operations to our consolidated financial statements for additional information regarding the divestiture of our Bridg business.
Previous report — wording carried elsewhere
Impairment of goodwill and intangible assets
Previous report — wording carried elsewhere
Loss on Investment consists primarily of the gain recorded in connection with the decommission of the Dosh app, a consumer facing cashback mobile application operated by Dosh Holdings LLC on February 28, 2025. In connection with the decommission, we recorded a loss on investment due to the derecognition of the wallet liability associated with the Dosh app.
Previous report — wording carried elsewhere
Partner Share and Other Third-Party Costs
Previous report — wording carried elsewhere
Financing activities used $5.0 million of cash during the three months ended March 31, 2026, which consisted of cash paid against the 2018 Line of Credit.