Cardlytics, Inc.

Index to Financial Statements and Supplemental Data

Note 1. Overview of Business and Basis of Presentation

Note 2. Significant Accounting Policies and Recent Accounting Standards

Note 3. Discontinued Operations

Note 4. Goodwill

Note 5. Revenue

Note 6. Leases

Note 7. Debt and Financing Arrangements

Note 8. Stock-Based Compensation

Note 9. Fair Value Measurements

Note 10. Commitments and Contingencies

Note 11. Earnings Per Share

Note 12. Segments

1. OVERVIEW OF BUSINESS AND BASIS OF PRESENTATION

Cardlytics, Inc., a Delaware corporation formed on June 26, 2008, (together with its consolidated subsidiaries "we," "our," "us," the "Company," or "Cardlytics"), operates 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 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. Using our transaction data and analytics, we enable marketers to reach potential customers across our network of FI partners through their digital banking accounts and present them relevant cash back offers when they are thinking about their finances.

Unaudited Interim Results

The accompanying unaudited interim condensed consolidated financial statements and information have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results for interim periods presented are not necessarily indicative of the results to be expected for the full year due to the seasonality of our business, which has been historically impacted by higher consumer spending during the fourth quarter. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included on our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2025.

Reverse Stock Split

Effective June 5, 2026, we effected (i) a 1-for-10 reverse stock split of our issued and outstanding common stock (the "Reverse Stock Split") and (ii) a corresponding reduction in the total number of authorized shares of common stock from 100,000,000 shares to 10,000,000 shares. As a result of the Reverse Stock Split, every ten shares of our issued and outstanding common stock were automatically combined into one share of common stock, without any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split; stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof.

In accordance with ASC 260-10-55-12, all share and per share amounts in these condensed consolidated financial statements and the accompanying notes, including shares of common stock outstanding, weighted-average shares used to compute basic and diluted net loss per share, stock-based compensation awards, and earnings per share for all periods presented, have been retrospectively adjusted to reflect the Reverse Stock Split.

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

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.

A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated. Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not further depreciated or amortized once such a determination is reached.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the condensed consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the condensed consolidated balance sheets in the period in which the business is classified as held for 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. We determined the net assets were held for sale when the sale was approved by the Board of Directors in January 2026. Additionally, we determined the ultimate closing of the sale on March 24, 2026, represented a strategic shift for the Company.

As such, the results of the Bridg business are presented as discontinued operations in the accompanying condensed consolidated statements of operations for all periods presented. The assets and liabilities of the Bridg business have been reflected as assets and liabilities of discontinued operations in the accompanying condensed consolidated balance sheets for all prior periods presented. We ceased depreciating and amortizing our long-lived assets for the Bridg business which primarily included acquired intangible assets, capitalized software, and right-of-use assets as of the held for sale date, during the three months ended March 31, 2026. Our condensed consolidated statements of cash flows include cash flows from discontinued operations for all periods presented. Unless otherwise indicated, all disclosures in the notes to the condensed consolidated financial statements reflect only our continuing operations. Our Bridg business was historically presented as a reportable segment. For additional information related to the divestiture of Bridg see Note 3—Discontinued Operations.

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 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.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, internal-use software development costs, stock-based compensation, allowance for doubtful accounts, valuation of long-lived assets, goodwill valuation, income tax including valuation allowance and contingencies. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods and it is possible that actual results could differ from our current or revised future estimates.

Macroeconomic Considerations

Unfavorable conditions in the economy both in the United States and abroad may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including fluctuations in inflation and interest rates, the imposition of tariffs in the United States and abroad, the Russia-Ukraine war and the Middle East conflict have contributed to rising energy costs and economic uncertainty globally. These conditions, together with higher inflation and tariff-driven price increases, may alter consumer buying behavior and reduce consumer discretionary spending. During periods of such economic uncertainty, businesses may reduce their advertising and marketing expenditures, which could negatively impact demand for our platform and our results of operations.

The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be impacted. For further discussion of the potential impacts of macroeconomic events on our business, financial condition and operating results, see the section titled "Risk Factors" in our Annual Report.

2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS

Significant Accounting Policies

As described in Note 1—Overview of Business and Basis of Presentation, our Bridg business met the criteria to be classified as a held for sale disposal group and a discontinued operation during the nine months ended September 30, 2026. Also, as described in Note 1—Overview of Business and Basis of Presentation, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock effective June 5, 2026. All share and per share amounts have been retroactively adjusted for all periods presented to reflect the reverse stock split.

There have been no changes to our significant accounting policies other than assets held for sale, discontinued operations, reverse stock split, and the standards adopted below. These unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare our audited annual consolidated financial statements for the year ended December 31, 2025, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-12, "Codification Improvements," which makes incremental improvements to the FASB Accounting Standards Codification® in response to stakeholder feedback. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted, and the amendments may generally be applied prospectively or retrospectively, depending on the specific amendment. We are currently evaluating the potential effects of ASU 2025-12 on our consolidated financial statements.

In November 2025, the FASB issued ASU 2025-11 titled "Interim Reporting (Topic 270): Narrow-Scope Improvements," which refines and reorganizes the guidance related to interim disclosure requirements and the application of Topic 270. The amendments in this update are effective for interim periods beginning January 1, 2028. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. We do not expect the adoption of ASU 2025-11 to have a material impact on our consolidated financial statements.

In June 2025, the FASB issued ASU 2025-06 titled "Targeted Improvements to the Accounting for Internal-Use Software," which simplifies the capitalization guidance by removing all references to software development project stages, so that the guidance is neutral to different software development methods. The amendments in this update are effective for annual periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either retrospectively, prospectively to software costs incurred after the adoption date or on a modified prospective basis. We are currently evaluating the potential effects of ASU 2025-06 on our financial statements.

In November 2024, the FASB released ASU 2024-03 titled "Disaggregation of Income Statement Expenses," which mandates that certain costs and expenses be disclosed in the notes to financial statements. These amendments will take effect for fiscal years starting after December 15, 2026, with early adoption allowed. The changes should be applied either prospectively to financial statements for periods after the effective date or retrospectively to any or all prior periods presented. We are currently assessing how the enhanced disclosure requirements of ASU 2024-03 will impact our financial statements.

Recently Adopted Accounting Pronouncements

In May 2025, the FASB issued ASU 2025-05 titled "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which updates the guidance related to the measurement of expected credit losses for accounts receivable and contract assets. The amendments in this update are effective for annual periods beginning after December 15, 2025. We adopted ASU 2025-05 effective January 1, 2026. In connection with the adoption, we elected the practical expedient to assume that current conditions at the balance sheet date persist throughout the remaining life of the asset. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 titled "Income Taxes (Topic 740): Improvement to Income Tax Disclosures," aimed at improving the transparency and usefulness of income tax information by enhancing disclosures related to rate reconciliation and income taxes paid. The ASU is effective for annual periods beginning with our fiscal year ending December 31, 2025. We adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

3. DISCONTINUED OPERATIONS

Bridg Sale

As described in Note 1—Overview of Business and Basis of Presentation, our Bridg business met the criteria to be classified as a held for sale disposal group and a discontinued operation during the nine months ended September 30, 2026.

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. We recorded a gain on divestiture of $13.9 million for the nine months ended September 30, 2026. We also recorded $2.0 million of divestiture costs for the nine months ended September 30, 2026. The gain on divestiture and divestiture costs are presented as part of results of the discontinued operations. The results of operations for the Bridg business are reported as discontinued operations in the condensed consolidated statements of operations for all periods presented. This business was historically presented as its own reportable segment.

During the nine months ended September 30, 2026, we sold all 1,810,222 shares of common stock in PAR for cash proceeds of $23.0 million, net of fees, resulting in a total realized loss of $2.4 million, inclusive of $0.2 million in commission fees, which is recognized within Loss on investments in the accompanying condensed consolidated statements of operations.

The following table summarizes (loss) income from discontinued operations as presented in our condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025 (in thousands):

The following table summarizes assets and liabilities of discontinued operations as presented in our condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 (in thousands):

The amounts presented above exclude Bridg’s cash, cash equivalents, and certain accounts receivable. As these assets were retained by the Company and not included in the divestiture, they have been excluded from the calculation of net assets divested in the transaction.

Bridg Acquired Intangibles

As described in Note 1—Overview of Business and Basis of Presentation, a business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not further depreciated or amortized once such a determination is reached.

During the three months ended March 31, 2026, we assessed the Bridg disposal group for impairment and determined that the carrying value of the assets was not greater than the fair value as of the held for sale date. The fair value was determined using the agreed-upon sale price of the Bridg business less costs to sell. We ceased depreciating and amortizing our long-lived assets for Bridg which primarily included acquired intangibles, capitalized software, and right-of-use assets as of the held for sale date, during the three months ended March 31, 2026.

There wasno amortization expense of acquired intangibles during the three months ended September 30, 2026, as the Bridg business was divested in the first quarter of 2026. Amortization expense of acquired intangibles during the three months ended September 30, 2025 was $1.5 million. During the nine months ended September 30, 2026 and 2025, amortization expense of acquired intangibles was $0.3 million and $4.4 million, respectively.

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

Cash Flows

Cash flows related to discontinued operations are included in our condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025. The following table provides operating and investing cash flow information for our discontinued operation (in thousands):

For the nine months ended September 30, 2026, operating cash flows used in discontinued operations included $6.4 million in settlement payments for indemnification obligations for a former officer of Bridg. For additional information regarding the terms and nature of this settlement, refer to Note 10—Commitments and Contingencies.

4. GOODWILL

Goodwill

Goodwill is tested annually for impairment, unless certain triggering events require an interim impairment analysis, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant entity-specific events and changes. These considerations are evaluated holistically to assess whether it is more likely than not that a reporting unit's carrying value exceeds its fair value. As of September 30, 2026, the Bridg platform is considered a discontinued operation and, therefore, is no longer a reporting unit. Our reporting units consist of the Cardlytics purchase intelligence platform in the U.S. (the "U.S. Cardlytics Purchase Intelligence Platform"), and the Cardlytics purchase intelligence platform in the U.K. There isno goodwill recorded within the Cardlytics purchase intelligence platform in the U.K.

The carrying amounts of goodwill as of September 30, 2026 were as follows (in thousands):

We have assessed the triggering event criteria along with related conditions and developments as of September 30, 2026. In connection with our interim review, as a result of a sustained decline in the company's stock price and associated market capitalization, we performed a quantitative goodwill impairment test as of September 30, 2026, and determined that the estimated fair value of the U.S. Cardlytics Purchase Intelligence Platform exceeded its carrying value. As such, no goodwill impairment charge was recognized during the three and nine months ended September 30, 2026. Accordingly, this reporting unit has a heightened risk of future impairment and we will continue to monitor our assumptions, estimates, and market factors, including our stock price, for any future developments.

The method of determining fair values of the reporting units as of September 30, 2026 was the discounted cash flow method under the income approach, and to a lesser extent the market approach. The most significant assumptions utilized in the determination of the estimated fair value of the U.S. Cardlytics Purchase Intelligence Platform are the discount rate and forecasts of future revenues and cash flows. We prepared cash flow projections based on estimates of revenue growth rates and earnings growth rates for each reporting unit, taking into consideration historical performance and current macroeconomic, industry, and market conditions, as well as an implied control premium corroborated by market participant cost synergies and an adjustment for the fair value of third-party debt. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. Our discount rate may be impacted by adverse changes in the macroeconomic environment and volatility in the equity and debt markets.

Although no goodwill impairment charge was recognized as of September 30, 2026, the U.S. Cardlytics Purchase Intelligence Platform remains susceptible to future impairment risk. Future changes in key assumptions, failure to achieve forecasted operational results, or a sustained decline in our stock price could result in a future goodwill impairment charge.

5. REVENUE

The Cardlytics purchase intelligence platform

The Cardlytics purchase intelligence platform is our proprietary native bank advertising channel that enables marketers to reach consumers through the FI partners' trusted and frequently visited digital banking channels. Working with the marketer, we design a campaign that targets customers based on their purchase history. The consumer is offered an incentive (collectively, "Consumer Incentives") to make a purchase from the marketer within a specified period. We use a portion of the fees that we collect from marketers to provide these Consumer Incentives to our FI partners' customers after they make qualifying purchases. Leveraging our platform, we are able to create compelling Consumer Incentives that have the potential to increase return on advertising spend for marketers and measure the effectiveness of the advertising. Consumer Incentives totaled $24.3 million and $37.2 million during the three months ended September 30, 2026 and 2025, respectively. Consumer Incentives totaled $76.8 million and $113.6 million during the nine months ended September 30, 2026 and 2025, respectively. We pay certain partners a negotiated and fixed percentage of our Billings to marketers less any Consumer Incentives that we pay to partners' customers and certain third-party data costs ("Partner Share"). Revenue on our condensed consolidated statements of operations is presented net of Consumer Incentives and gross of Partner Share.

The Cardlytics purchase intelligence platform has two different pricing models: (1) served based pricing and (2) engagement based pricing.

•Served Based Pricing. Under our Cost per Served Sale ("CPS") pricing model, we generate Revenue by charging a percentage, which we refer to as the CPS rate, of all purchases from the marketer by consumers who (1) are served marketing and (2) subsequently make a purchase from the marketer during the campaign period, regardless of whether consumers engage with the applicable offer and thereby become eligible to earn the applicable Consumer Incentive. We set CPS rates for marketers based on our expectation of the marketer's return on spend for the relevant campaign. Additionally, we set the amount of Consumer Incentives payable for each campaign based on our estimation of our ability to drive incremental sales for the marketer. We seek to optimize the level of Consumer Incentives to retain a greater portion of Billings. However, if the amount of Consumer Incentives exceeds the amount of Billings that we are paid by the applicable marketer we are still responsible for paying the total Consumer Incentive. In some instances, we may also charge the marketer, the Consumer Incentive, in which case the marketer determines the level of Consumer Incentive for the campaign.

•Engagement Based Pricing. Under our engagement based pricing model, marketers generally pay us a fee for each purchase that we generate following a consumer's engagement with an offer. Marketers may choose between two variations of our engagement based pricing model: (1) Cost per Redemption whereby marketers specify and fund the Consumer Incentive and pay us a separate negotiated, fixed marketing fee or (2) Cost per Transaction whereby marketers pay us a negotiated, fixed marketing fee out of which we fund the Consumer Incentive, which is determined in our discretion. We generate Revenue if the consumer (i) is served an offer, (ii) selects the offer and thereby becomes eligible to earn the applicable Consumer Incentive, and (iii) makes a qualifying purchase from the marketer during the campaign period. We set the fees for engagement based pricing for marketers based on our estimation of the marketers' return on spend for the relevant campaign.

The following table summarizes Revenue from the Cardlytics purchase intelligence platform by pricing model (in thousands):

(1)Other Revenue during the three andnine months ended September 30, 2026 and 2025 primarily includes pricing models that do not relate to served based pricing and engagement based pricing, which includes new pricing models that we are exploring and hosting fees that we charge our FI partners to support the costs required to host our services.

6. LEASES

We have various non-cancellable operating leases for our office spaces with lease periods expiring between 2027 and 2032.

Lease assets and liabilities, net, are as follows (in thousands):

7. DEBT AND FINANCING ARRANGEMENTS

Our debt consists of the following (in thousands):

Accrued interest is included within accrued expenses in our condensed consolidated balance sheet. As of September 30, 2026, we had accrued interest related to our 2024 Convertible Senior Notes (as defined below) of $3.7 million. As of December 31, 2025, we had accrued interest related to our 2024 Convertible Senior Notes of $1.8 million.

During the three months ended September 30, 2026 and September 30, 2025, interest expense, net as reflected on the consolidated statements of operations consisted of interest expense of $2.5 million and $2.9 million, respectively, and interest income of $0.2 million and $0.9 million, respectively. During the nine months ended September 30, 2026 and September 30, 2025, interest expense, net as reflected on the consolidated statements of operations consisted of interest expense of $7.8 million and $7.7 million, respectively, and interest income of $0.6 million and $1.9 million, respectively.

2024 Convertible Senior Notes

On April 1, 2024, we issued $172.5 million principal amount of our 2024 Convertible Senior Notes in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of the 2024 Convertible Senior Notes. The net proceeds from this offering were $166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expenses payable by us. The 2024 Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of April 1, 2024 (the "2024 Indenture"), between us and U.S. Bank Trust Company, National Association, as Trustee. The 2024 Convertible Senior Notes will accrue interest at a rate of 4.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The 2024 Convertible Senior Notes will mature on April 1, 2029, unless earlier converted or repurchased by us. Before January 2, 2029, noteholders will have the right to convert their 2024 Convertible Senior Notes only in the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during thefive consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "measurement period") if the trading price per $1,000 principal amount of 2024 Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the common stock, as described in the 2024 Indenture; and (iv) at any time from, and including, January 2, 2029 until the close of business on the scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 5.5494 shares of common stock per $1,000 principal amount of 2024 Convertible Senior Notes, which represents an initial conversion price of approximately $180.20 per share of common stock. All share, per share, and stock price amounts in this note have been retrospectively adjusted to reflect the 1-for-10 reverse stock split. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a "Make-Whole Fundamental Change" (as defined in the 2024 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

If a "Fundamental Change" (as defined in the 2024 Indenture) occurs, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2024 Convertible Senior Notes at a cash repurchase price equal to the principal amount of the 2024 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving us and certain delisting events with respect to the common stock.

The net carrying amount of the liability component of the 2024 Convertible Senior Notes is as follows (in thousands):

Interest expense recognized related to the 2024 Convertible Senior Notes is as follows (in thousands):

2018 Loan Facility

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.

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.

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.

Fair Value of Long-Term Debt

As of September 30, 2026 and December 31, 2025, our 2024 Convertible Senior Notes had a total carrying amount of $169.7 million and $168.9 million, and an estimated fair value of $48.4 million and $62.4 million, respectively. The estimated fair value of our 2024 Convertible Senior Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the 2024 Convertible Senior Notes in an over-the-counter market on the last business day of the period.

The fair value of borrowings under our 2018 Line of Credit approximated its carrying amount as of September 30, 2026 and December 31, 2025, due to its variable interest rate nature.

8. STOCK-BASED COMPENSATION

Effective June 5, 2026, we effected a 1-for-10 reverse stock split of our common stock. All share and per share amounts in this note have been retrospectively adjusted for all periods presented to reflect the reverse stock split. Refer to Note 1—Overview of Business and Basis of Presentation for further details.

On May 20, 2025, at the 2025 Annual Meeting our stockholders approved the 2025 Plan. The aggregate number of shares of our common stock that may be issued pursuant to stock awards under the 2025 Plan will not exceed 1,572,290 shares, which is the sum of (i)1,000,000 new shares, (ii) the number of shares reserved, and remaining available for issuance, under our 2018 Equity Incentive Plan ("2018 Plan"), and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Stock Plan ("2008 Plan") or 2018 Plan that would have otherwise returned to our 2018 Plan (such as upon the expiration or termination of a stock award prior to vesting). The 2025 Plan was previously approved, subject to stockholder approval, by our Board of Directors. The 2025 Plan became effective immediately upon stockholder approval at the 2025 Annual Meeting.

The 2018 Plan became effective in February 2018. Prior to the 2018 Plan, we granted awards under our 2008 Plan. Any awards granted under the 2008 Plan and the 2018 Plan remain subject to the terms of our 2008 Plan and 2018 Plan and applicable award agreements, and shares subject to awards granted under our 2008 Plan that are forfeited, canceled or expired prior to vesting become available for use under our 2025 Plan. As of September 30, 2026, there were 415,784 shares of our common stock reserved for issuance under our 2025 Plan.

On July 18, 2022, our Board of Directors adopted the Cardlytics, Inc. 2022 Inducement Plan ("2022 Inducement Plan"). Our Board of Directors also adopted a form of stock option grant notice and agreement and a form of restricted stock unit grant notice and agreement for use with the 2022 Inducement Plan. We reserved a total of 150,000 shares of our common stock under the 2022 Inducement Plan. On January 18, 2023, our Board of Directors approved an amendment to the 2022 Inducement Plan to reserve an additional 35,000 shares of our common stock. On July 13, 2023, our Board of Directors approved an amendment to the 2022 Inducement Plan to reserve an additional 80,000 shares of our common stock. On November 6, 2024, our Board of Directors approved an amendment to the 2022 Inducement Plan to reserve an additional 250,000 shares of our common stock. As of September 30, 2026, there were 48,780 shares available under the 2022 Inducement Plan.

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

The following discussion of our stock-based compensation awards includes awards related to continuing and discontinued operations.

During the three months ended September 30, 2026 and 2025, we capitalized $0.6 million and $1.2 million of stock-based compensation expense for software development, respectively. During the nine months ended September 30, 2026 and 2025, we capitalized $1.9 million and $3.1 million of stock-based compensation expense for software development, respectively.

Restricted Stock Units

We grant restricted stock units ("RSUs") to certain employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs:

Service-based RSUs

During the nine months ended September 30, 2026, we granted 702,155 RSUs to employees and non-employee directors, which have vesting periods ranging from vesting immediately to vesting infour years.

Subsequent to September 30, 2026, we granted 15,000 RSUs to employees, which have a vesting period oftwo years. The unamortized stock-based compensation expense related to all RSUs granted subsequent to September 30, 2026 was less than $0.1 million.

Performance-based RSUs

In June 2025 and March 2025, we granted 44,250 and 9,563 PSUs, respectively, which will vest at the achievement of specific stock price hurdles for at least 20 consecutive trading days at market close between April 1, 2025 and April 1, 2028.

In July 2022, we granted 10,099 PSUs which includedtwo tranches that vest on the achievement of specific Revenue-based performance metrics ("2022 Bridg PSUs"). During the three months ended September 30, 2025 and September 30, 2024, we reassessed the likelihood of achieving the first and second tranche of the 2022 Bridg PSUs, respectively, and concluded that the achievement of each is no longer probable. As a result of the change in estimate, we reversed the previously recognized cumulative expense associated with each grant as a benefit to stock-based compensation during the period in which we deemed it no longer probable. The 2022 Bridg PSU shares were forfeited with the Bridg Sale.

In March 2022 and August 2022, we granted 26,920 and 2,525 performance-based restricted stock units ("2022 PSUs"), respectively, consisting ofthree tranches. The firsttwo tranches each represent 25% of the grant, and each vests upon the achievement of certain milestones related to the installation of our Ad Server at our FI partners. In December 2022, the compensation committee of our Board of Directors certified that the first tranche's milestone related to the installation of our Ad Server at our FI partners had been achieved, which resulted in the immediate vesting of the first tranche representing 25% of the grant. In January 2025, the compensation committee of our Board of Directors certified that the second tranche's milestone had been achieved, which resulted in the immediate vesting of the second tranche representing 25% of the grant. Fifty percent of the third tranche vests upon the achievement of a certain number of advertisers purchasing both the Cardlytics and Bridg platforms at a target incremental Billings amount over the 2021 Billings amount, and the remaining 50% of the tranche vestssix months after this target is achieved. During the year ended December 31, 2024, we reassessed the likelihood of achieving the third tranche's milestones and concluded that the achievement is no longer probable. As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with the third tranche of this grant as a benefit to stock-based compensation during the year ended December 31, 2024. The third tranche shares were forfeited with the Bridg Sale.

In September 2021, we granted 667 PSUs which have the same unmet revenue target vesting condition of the 2021 PSUs and 667 PSUs which have the same unmet different revenue target vesting condition of the 2021 PSUs as described below. As discussed below, we concluded that the achievement of the 2021 PSUs is no longer probable and have reversed the previously recognized cumulative expense in the respective period in which the 2021 PSUs were determined to no longer be achievable. As of April 1, 2025, the 2021 PSU was forfeited as the performance condition was not met during the performance period.

In April 2021, we granted 11,024 performance-based restricted stock units ("2021 PSUs") consisting oftwo tranches. The first tranche consists of 5,512 units that have a performance-based vesting condition based on a minimum Revenue target over a trailing 12-month period. The units in this first tranche fully vest upon achievement. The second tranche consists of 5,512 units with a performance-based vesting condition based on a different minimum Revenue target over a trailing 12-month period. Half of the units in the second tranche vest upon achievement and the remaining units vestsix months after the achievement date, subject to continued service. Each performance-based vesting condition within thetwo tranches must be achieved within four years of the grant date and are subject to certification by the compensation committee of our Board of Directors. During the year ended December 31, 2023, we reassessed the likelihood of achieving the 2021 PSUs performance-based vesting condition and concluded that the achievement is no longer probable. As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with the 2021 PSUs since the grant date as a benefit to stock-based compensation during the year ended December 31, 2023. On April 1, 2025, the 2021 PSUs were forfeited as the performance condition was not met during the performance period.

Employee Stock Purchase Plan

Our 2018 Employee Stock Purchase Plan ("2018 ESPP") enables eligible employees to purchase shares of our common stock at a discount. Purchases are accomplished through participation in discrete offering periods. On each purchase date, participating employees purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on the first trading day of the offering period or the date of purchase.

As of September 30, 2026,100,168 shares of common stock were reserved for issuance pursuant to our 2018 ESPP. Additionally, the number of shares of our common stock reserved for issuance under our 2018 ESPP will automatically increase on January 1 of each year, which began on January 1, 2019 and will continue through and including January 1, 2028, by the lesser of (i)1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii)50,000 shares of our common stock or (iii) such lesser number of shares of common stock as determined by our Board of Directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 50,000 shares on January 1, 2026. Shares subject to purchase rights granted under our 2018 ESPP that terminate without having been issued in full will not reduce the number of shares available for issuance under our 2018 ESPP. During the nine months ended September 30, 2026, we issued 12,243 shares under the 2018 ESPP.

9. FAIR VALUE MEASUREMENTS

We record the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement ("ASC 820"). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of our reporting units was classified in Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information. Refer to Note 4—Goodwill for further details.

These levels are:

•Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

•Level 3 - unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

Included in the fair value table are cash equivalents. Cash equivalents are comprised of money market funds, which approximate fair value at the balance sheet dates, due to the short period of time to maturity. The fair value of cash equivalents was as follows (in thousands):

For disclosures regarding the estimated fair value of our long-term debt, see Note 7 — Debt and Financing Arrangements.

10. COMMITMENTS AND CONTINGENCIES

Other Commitments

We lease property under non-cancelable operating lease agreements. Refer to Note 6—Leases for further details.

As of September 30, 2026, we had net borrowings of $25.0 million against the 2018 Line of Credit. As of September 30, 2026, the outstanding principal amount of the 2024 Convertible Senior Notes was $172.5 million bearing an interest rate of 4.25% due on April 1, 2029. Refer to Note 7—Debt and Financing Arrangements for further details.

During the nine months ended September 30, 2026, we entered into a newfive-year cloud hosting agreement that replaced our previous hosting agreement and resolved the prior period spend shortfall. Under the terms of the new agreement, we have a guaranteed aggregate spend to the cloud hosting provider of $10.0 million in year one, escalating by $0.5 million annually thereafter over thefive-year term.

Litigation and Guarantees

From time to time, we may become involved in legal actions arising in the ordinary course of business including, but not limited to, intellectual property infringement and collection matters. We make assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. We record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, we accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, we disclose the nature of the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, we disclose the nature and estimate of the possible loss of the litigation. We do not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material.

Additionally, we have assumed certain indemnification agreements in conjunction with acquisitions with former directors and officers. As part of the Bridg acquisition, we assumed certain indemnification obligations of that company's officers.

On September 4, 2026, we entered into a settlement and release agreement (the "Settlement Agreement") with a former officer of Bridg to resolve outstanding indemnification claims, including the allocated portion of the former officer's settlement with co-defendants and claimed legal fees. Pursuant to the Settlement Agreement, we paid an aggregate settlement amount of $6.4 million, consisting of $5.3 million for the settlement obligation and $1.1 million for attorney’s fees, during the three months ended September 30, 2026. We expect $4.0 million of this amount to be covered by the applicable D&O insurance policy. This obligation along with corresponding legal fees, has been included within (loss) income from discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026, as it is directly attributable to the Bridg business, which was divested in the first quarter of 2026. We will also continue to pay on-going attorney's fees that are covered by the indemnification agreement.

We will recognize a corresponding insurance recovery asset once we have agreed on a final settlement amount with the insurance provider, in accordance with ASC 450-30.

We are not presently a party to any other legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

11. EARNINGS PER SHARE

Effective June 5, 2026, we effected a 1-for-10 reverse stock split of our common stock. All share and per share amounts in this note have been retrospectively adjusted for all periods presented to reflect the reverse stock split. Refer to Note 1—Overview of Business and Basis of Presentation for further details.

Diluted net loss per share is the same as basic net loss per share for the nine months ended September 30, 2026 and 2025 because the effects of potentially dilutive items were anti-dilutive, given our net losses during these periods. The following securities as of September 30, 2026 and 2025 have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive (in thousands):

12. SEGMENTS

Segment information presented below is based on our Cardlytics purchase intelligence platform reportable segment. Refer to Note 3—Discontinued Operations for further discussion regarding the divestiture of our Bridg business.

As of September 30, 2026, we havetwo operating segments: the Cardlytics purchase intelligence platform in the U.S. and U.K., as determined by the information that our Chief Executive Officer, who we consider our chief operating decision-maker ("CODM"), uses to make strategic goals and operating decisions. Our Cardlytics purchase intelligence platform operating segments in the U.S. and U.K. represent our proprietary advertising channels and are aggregated intoone reportable segment given their similar economic characteristics, nature of service, types of customers and method of distribution. Our CODM allocates resources to, and evaluates the performance of, our operating segments based on Adjusted Contribution. Our CODM uses Adjusted Contribution extensively to measure the efficiency of our advertising platform, make decisions to manage advertising campaigns and evaluate our operational performance. We view Adjusted Contribution as an important operating measure of our financial results. We believe that Adjusted Contribution provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and Board of Directors. Our CODM does not review assets by operating segment for the purposes of evaluating performance or allocating resources.

Revenue can be directly attributable to each segment. With the exception of deferred implementation costs, Partner Share and other third-party costs are also directly attributable to each segment. The accounting policies of each of our reportable segments are the same as those described in the summary of significant accounting policies. Refer to Note 5—Revenue for further information.

The following tables provide information regarding the Cardlytics purchase intelligence platform reportable segment (in thousands):

(1)Other third-party costs above primarily represent media and data costs that we incur to support the Cardlytics purchase intelligence platform.

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.

The following table presents a reconciliation of loss before income taxes from continuing operations presented in accordance with GAAP to Adjusted Contribution (in thousands):

The following tables provide geographical information (in thousands):

Capital expenditures within the United States totaled less than $0.1 million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively. Capital expenditures within the United Kingdom totaled less than $0.1 million for each period during the nine months ended September 30, 2026 and 2025.

Concentrations of Risk

Cash and Cash Equivalents

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. A significant portion of our cash and cash equivalents are held in fully FDIC-insured money market accounts and demand deposit accounts that distribute funds, and credit risk, over a vast number of financial institutions. Our remaining cash and cash equivalents are held with five financial institutions, which are of high credit quality.

Marketers

As of December 31, 2025, we define a marketer as a customer who has a distinct contractual relationship with us, rather than aggregating by parent company.

Our Revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry. During the nine months ended September 30, 2026 and 2025, our top five marketers accounted for 23% and 20% of our Revenue, respectively, with no marketer accounting for over 10%. As of September 30, 2026 and 2025, our top five marketers accounted for 26% and 30% of our accounts receivable, respectively, with no marketer accounting for over 10%.

FI Partners

Our business is substantially dependent on a limited number of FI partners. We require participation from our FI partners in the Cardlytics purchase intelligence platform and access to their purchase data in order to offer our solutions to marketers and their agencies. We must have FI partners with a sufficient number of customers and levels of customer engagement to ensure that we have robust purchase data and marketing space to support a broad array of incentive programs for marketers. Our agreements with a substantial majority of our FI partners have terms ofthree toseven years but are generally terminable by the FI partner on 90 days or less prior notice. The agreements generally have auto-renewal provisions that allow for the agreements to extend past their originally contemplated end date, unless terminated earlier in accordance with the terms of the agreement. If an FI partner terminates its agreement with us, we would lose that FI partner as a source of purchase data and online banking customers.

During the nine months ended September 30, 2026 and 2025, our top three FI partners combined to account for over 85% and 80%, respectively, of the total Partner Share we paid to all partners for each period, with the top two FI partners representing over 60% for each period.