Cardlytics, Inc.

Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2025 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (“Risk Factors”). Any of the risks discussed in our 2025 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. As of September 30, 2026, no material changes have occurred to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K, except as set forth below.

Risks Related to our Business and Industry

We may not achieve the anticipated benefits of the Bridg Sale.

For the year ended December 31, 2025, revenue from the Bridg platform accounted for approximately 9% of our total revenue. We expect to continue to focus our resources, capital, and management attention towards expanding the core Cardlytics purchase intelligence platform. As a result, our operational and financial profile has changed following the completion of the Bridg Sale, and our exposure to the risks inherent in our remaining business will increase. The Bridg Sale may result in changes to our business and growth strategies and our organizational structure, which could be disruptive to our business operations. There can be no assurance that the consideration we received in connection with the Bridg Sale will exceed the revenue that the Bridg platform may have contributed to our business.

General Risk Factors

If we fail to satisfy all applicable requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and it determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease.

We are required to continually meet Nasdaq’s listing requirements, including, among other things, a minimum closing price requirement of $1.00 per share and standards relative to minimum levels of stockholders’ equity, a minimum market value of publicly held shares (“MVPHS”) of $15.0 million, market capitalization and various additional requirements. If for any 30 consecutive business days, we fail to satisfy any of the required standards, for continued inclusion on Nasdaq, we may receive a deficiency letter regarding our non-compliance, and may be provided an applicable period to regain compliance, depending on the nature of the deficiency and the applicable Nasdaq rules. If we are unable to regain compliance within the applicable period, we expect that Nasdaq would provide written notice that our common stock would become subject to their delisting procedures. We intend to monitor the trading price of our common stock and may, if appropriate, implement strategies to attempt to regain compliance with the applicable Nasdaq requirements.

Any delisting or potential delisting of our common stock from Nasdaq could adversely affect our ability to attract new investors, reduce the liquidity of our outstanding common stock, reduce our ability to raise additional capital, reduce the price at which our common stock trades, adversely affect our relationships with our new and existing partners, result in negative publicity, and increase the transaction costs inherent in trading such common stock with overall negative effects for holders of our securities. In addition, the delisting of our common stock from Nasdaq would constitute a “fundamental change” under the indenture governing the Notes. See “Risk Factors—Risks Related to our Indebtedness” in our 2025 Annual Report on Form 10-K. For these reasons and others, delisting or potential delisting could adversely affect our business, financial condition, liquidity, cash flows and/or the trading price of our common stock.