Cardlytics, Inc.

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 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.

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 Form 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

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.

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 nine months ended September 30, 2025, we recorded a gain on disposal or divestiture of $4.8 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 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.

Current wording

During the three months ended September 30, 2026, Cardlytics MQUs decreased by 43.7 million compared to the three months ended September 30, 2025, primarily driven by an FI partner in the U.S. exiting the Cardlytics purchase intelligence platform. During the nine months ended September 30, 2026, Cardlytics MQUs decreased by 36.7 million compared to the nine months ended September 30, 2025 primarily driven by an FI partner in the U.S. exiting the Cardlytics purchase intelligence platform.

Previous 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.

Current wording

Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense from continuing operations; separation costs and reduction in force; foreign currency (gain) loss; loss on investments; loss (gain) on divestiture; change in contingent consideration; impairment of goodwill and intangible assets and loss (income) from discontinued operations and, in applicable periods, certain other income and expense items, such as 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

(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.

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 September 30, 2026 and 2025, respectively. Stock-based compensation expense recognized in consolidated delivery costs totaled $0.5 million and $1.2 million during the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Comparison of Three and Six Months Ended June 30, 2026 and 2025

Current wording

Comparison of Three and Nine Months Ended September 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 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.

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 nine months ended September 30, 2026. Accordingly, the operating results of the Bridg business have been reflected as discontinued operations for all periods presented.

Previous 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.

Current wording

The $14.1 million decrease in Revenue during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was comprised of a $26.9 million decrease in Billings due to the change in bank partner relationships, partially offset by a $12.8 million decrease in Consumer Incentives. Consumer Incentives decreased at a higher rate than Billings during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to strategic decisions to drive incremental performance for our advertisers as well as optimization of our network.

Previous wording

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 wording

The $57.4 million decrease in Revenue during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was comprised of a $94.2 million decrease in Billings due to the change in bank partner relationships, partially offset by a $36.9 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the nine months ended September 30, 2026 compared to the nine months ended September 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 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.

Current wording

Partner Share and other third-party costs decreased by $7.9 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily driven by lower top line billings and changes in partner mix.

Previous wording

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 wording

Partner Share and other third-party costs decreased by $33.5 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily driven by lower top line billings and changes in partner mix.

Previous 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.

Current wording

Total delivery costs decreased by $1.0 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Delivery costs excluding stock-based compensation, separation costs, and reduction in force decreased by $0.7 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, driven by a decrease of $0.5 million in data storage expense and $0.2 million in staff expense.

Previous wording

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 wording

Total delivery costs decreased by $6.9 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Delivery costs excluding stock-based compensation, separation costs, and reduction in force decreased by $5.9 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, driven by a decrease of $3.6 million in data storage expense and $2.2 million in staff expense.

Previous 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.

Current wording

Total sales and marketing expense increased by $0.1 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Sales and marketing expenses excluding stock-based compensation, separation costs, and reduction in force increased by $0.7 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to an increase of $0.6 million in staff expenses, $0.1 million in advertising expense, and $0.1 million in other administrative expense.

Previous wording

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 wording

Total sales and marketing expense decreased by $5.8 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Sales and marketing expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $3.3 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to a decrease of $3.1 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.

Previous 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.

Current wording

Total research and development expense decreased by $3.8 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Research and development expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $1.8 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to a decrease of $2.0 million in staff expenses, partially offset by a $0.2 million increase in data storage and software license expense.

Previous wording

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 wording

Total research and development expense decreased by $11.9 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Research and development expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $6.5 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to a decrease of $6.7 million in staff expenses and a $0.2 million decrease in professional fees, partially offset by a $0.5 million increase in data storage and software license expense.

Previous 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.

Current wording

Total general and administrative expense decreased by $3.2 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. General and administrative expense excluding stock-based compensation, separation costs, and reduction in force decreased by $1.5 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to reductions of $0.5 million in staff expense, $0.3 million in facilities expense, $0.3 million in IT expense, and $0.6 million in professional fees, partially offset by a $0.2 million increase in other administrative expenses.

Previous wording

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 wording

Total general and administrative expense decreased by $12.2 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. General and administrative expense excluding stock-based compensation, separation costs, and reduction in force decreased by $8.3 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to reductions of $3.1 million in staff expense, $1.4 million in professional fees, $0.9 million in facilities expense, $0.9 million in software license and data storage expense, $0.6 million in insurance premium expense, $0.6 million in bad debt expense, $0.4 million in travel expense and $0.4 million in tax expense.

Previous 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.

Current wording

Depreciation and amortization expense decreased by $0.3 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to a decrease in fixed assets.

Previous wording

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 wording

Depreciation and amortization expense decreased by $0.9 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to a decrease in fixed assets.

Previous wording

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 wording

Stock-based compensation expense decreased by $4.8 million during the three months ended September 30, 2026 compared to the three months ended September 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.

Previous wording

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 wording

Stock-based compensation expense decreased by $13.8 million during the nine months ended September 30, 2026 compared to the nine months ended September 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.

Previous wording

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 wording

Interest expense, net increased by $0.3 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily driven by higher average borrowings under our 2018 Line of Credit following the $10.0 million draw in August 2026, as well as lower interest income earned.

Previous wording

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 wording

Interest expense, net increased by $1.3 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily driven by higher average borrowings under our 2018 Line of Credit during the period, as well as lower interest income earned.

Previous 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.

Current wording

Foreign currency gain (loss) was a gain of $0.3 million during the three months ended September 30, 2026 compared to a loss of $1.8 million during the three months ended September 30, 2025. The change was primarily driven by fluctuations in the exchange rate of the British pound relative to the U.S. dollar.

Previous wording

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.

Current wording

Foreign currency gain (loss) was a loss of $1.3 million during the nine months ended September 30, 2026 compared to a gain of $6.3 million during the nine months ended September 30, 2025. The change was primarily driven by fluctuations in the exchange rate 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 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.

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 September 30, 2026, our money market accounts earned interest rates ranging between 3.5% and 4.5%. As of September 30, 2026, $4.0 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 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.

Current wording

Through September 30, 2026, we have incurred accumulated net losses of $1.43 billion since inception, including net loss of $8.9 million for the three months ended September 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

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, our merger and acquisition efforts, the continued expansion of sales and marketing activities, the enhancement of our platforms, the introduction of new solutions, the continued market acceptance of our solutions and the extent of the impact of macroeconomic events on the global economy. We expect to incur additional operating losses in the near term as we continue our efforts to grow our business and may require additional capital resources to continue to grow our business. We believe that we have sufficient liquidity to fund our operations and capital requirements for at least the next 12 months and in the long-term following the date our consolidated financial statements were issued. However, if our access to capital is restricted or our borrowing costs increase, our operations and financial condition could be materially and adversely impacted. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all.

Current wording

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, our merger and acquisition efforts, the continued expansion of sales and marketing activities, the enhancement of our platforms, the introduction of new solutions, the continued market acceptance of our solutions and the extent of the impact of macroeconomic events on the global economy. We expect to incur additional operating losses in the near term as we continue our efforts to grow our business and may require additional capital resources to continue to grow our business. We believe that we have sufficient liquidity to fund our operations and capital requirements for at least the next 12 months following the date our consolidated financial statements were issued. However, if our access to capital is restricted or our borrowing costs increase, our operations and financial condition could be materially and adversely impacted. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all.

Previous 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.

Current wording

During the nine months ended September 30, 2026, we entered into a new five-year cloud hosting agreement that replaced our previous three-year hosting agreement. The new terms establish a year-one guaranteed aggregate spend of $10.0 million to the cloud hosting provider, escalating by $0.5 million annually thereafter. For additional information, refer to Note 10—Commitments and Contingencies.

Previous 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.

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. Subsequent to the end of the third quarter of 2026, we further amended our 2018 Loan Facility to decrease our required minimum level of cumulative Adjusted EBITDA for the year ending December 31, 2026.

Previous wording

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 wording

During the nine months ended September 30, 2026, we had $15.0 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 $15.1 million. As of September 30, 2026, we had net borrowings of $25.0 million under the 2018 Line of Credit with $10.4 million of unused available borrowings.

Previous 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.

Current wording

During the three months ended September 30, 2026 and 2025, we incurred $0.3 million and $0.6 million of interest expense associated with the 2018 Loan Facility, respectively. During the nine months ended September 30, 2026 and 2025, we incurred $1.3 million and $0.6 million of interest expense associated with the 2018 Loan Facility, respectively. We are in compliance with all financial covenants as of September 30, 2026.

Previous 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.

Current wording

The increase in cash provided by investing activities 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, 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 $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.

Current wording

Financing activities used $15.1 million of cash during the nine months ended September 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 $15.0 million in borrowings on the 2018 Line of Credit.