CDLX 10-K & 10-Q changes, risk factors and insider trading

Unfavorable conditions, including inflationary pressure, or tariffs and other trade protection measures, in the global economy or the industries we serve could limit our ability to grow our business and negatively affect our operating results.

Our operating results may vary based on the impact of unfavorable changes in our industry or the global economy on us or our customers and potential customers. Negative or unstable conditions in the general economy, including conditions resulting from resulting from a global or domestic recession or the fear thereof, the imposition of tariffs in the United States and abroad, fluctuations in inflation and interest rates, changes in gross domestic product growth, financial and credit market fluctuations, political turmoil and regulatory changes, natural catastrophes, lower corporate earnings, reduction in business confidence and activity, warfare, including the Russia-Ukraine war and conflict in the Middle East, and terrorist attacks on the United States, Europe, the Asia-Pacific region, or elsewhere could cause a decrease in business and consumer spendingspending, result in reduced committed marketing budgets from our marketers, and negatively affect the growth of our business and our results of operations. For example, in April 2025, the U.S. government announced a new universal baseline tariff of 10%, plus additional country-specific tariffs for select trading partners, on all U.S. imports. The ultimate impact of any tariffs will depend on various factors, including how long such tariffs remain in place, the ultimate levels and application of such tariffs and the extent to which other countries impose retaliatory tariffs. These conditions make it extremely difficult for marketers and us to accurately forecast and plan future business activities and could cause marketers to begin or continue to reduce or delay their marketing spending. Historically, economic downturns have resulted in overall reductions in marketing spending. If macroeconomic conditions deteriorate or are characterized by uncertainty or volatility, marketers may curtail or freeze spending on marketing in general and for services such as ours specifically, which could have a material and adverse impact on our business, financial condition and operating results In addition, our business may be materially and adversely affected by weak economic conditions in the industries that we serve. We have historically generated a substantial majority of our revenue from marketers in the restaurant, brick and mortar retail, telecommunications and cable industries, and have expanded into new industries such as everyday spend, specialty retail, restaurant, travel and entertainment. All of these industries have been negatively impacted by inflationary pressure and certain precautions taken to control inflationary pressure. We cannot predict the timing, strength or duration of any economic slowdown or recovery. In addition, even if the overall economy is robust, we cannot assure you that the market for services such as ours will experience growth or that we will experience growth.results.

•exposure related to our international operations and foreign currency exchange ratesrates, including as a result of the impact of tariffs imposed by the U.S. government;

Our revenue decreased 10.0%16.2% to $233.3 million in 2025 from $278.3 million in 2024 from $309.2 million in 2023.2024. Our billings decreased 2.1%13.3% to $385.0 million in 2025 from $443.8 million in 2024 from $453.4 million in 2023.2024. We may not be able to achieve or maintain year-over-year billings growth and may not see revenue growth in the near term or at all, and you should not consider our revenue and billings growth in any specific historical periods as indicative of our future performance. Our revenue and billings may be negatively impacted in future periods due to a number of factors, including, but not limited to, slowing demand for our solutions, increasing competition, decreasing growth of our overall market, inflationary pressure, our inability to engage and retain a sufficient number of marketers or partners, or our failure, for any reason, to capitalize on growth opportunities. If we are unable to maintain consistent revenue,revenue or achieve or maintain revenue growth or billings growth, our stock price could be volatile, and it may be difficult for us to achieve and maintain profitability.

The majority of our revenue and billings during 20242025 and 20232024 were derived from sales of advertising via the Cardlytics platform. OurFollowing the closing of our sale of the Bridg business, our revenue and billings will be solely derived from the Cardlytics platform. Accordingly, our operating results could suffer due to:

We are substantially dependent on Chase, Bank of America, Wells Fargo and a limited number of other FI partners.

During the yearsyear ended December 31, 2024, 2023 and 2022,2025, our top three FI partners combined to account for over 85%, 85% and 80%, respectively,80% of the total Partner Share we paid to all partners. During the years ended 2024 and 20232023, our top three FI partners combined to account for over 85% in each year. During 2025, no FI partner represented over 50% and each represented over 15% of Partner Share. During 2024 and 2023, the top FI partner represented over 50% and the second and third largest FI partners each represented over 10% of Partner Share. During 2022, the top two FI partners represented over 20% and 25%, respectively, and the third largest FI partner representing over 10% of Partner Share for each period. No other partner accounted for over 10% of Partner Share during these periods.

Our agreements with a substantial majority of our FI partners have three- to seven-year terms, but are generally terminable by the FI partner on 90 days or more prior notice. Additionally, our agreements with our FI partners generally do not require us to serve as their sole offer provider, or require our FI partners to publish any given offer on their channels, and they could therefore, reduce their reliance on our solutions during the term of the applicable 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. Our FI partners may elect to withhold from us or limit the use of their purchase data for many reasons, including:

To the extent that we breach or are alleged to have breached the terms of our agreement with any FI partner, or a disagreement arises with an FI partner regarding the interpretation of our contractual arrangements, which has occurred in the past and may occur again in the future, such FI partner may be more likely to cease providing us data, reduce its reliance on us, or terminate its agreement with us. The loss of any of Chase, Bank of America, Wells Fargo or any other significant FI partner, or their reduced reliance on us or our solutions, wouldcould significantly harm our business, results of operations and financial conditions.

If we fail to maintain our relationships with current FI partners or attract new FI partners or other supply partners, we may not be able to sufficiently grow our revenue, which could significantly harm our business, results of operations and financial condition.

Our ability to grow our revenue depends on our ability to maintain our relationships with current FI partners, both holistically and at the current level of service we provide them, and attract new FI partners. A significant percentage of consumer credit and debit card spending is concentrated with the 10 largest FIsfinancial institutions in the U.S., five of which are currently part of our network, while the balance of card spending is spread across thousands of smaller FIs.financial institutions. Accordingly, our ability to efficiently grow our revenue will specifically depend on our ability to maintain our relationships with the large FIsfinancial institutions that are currently part of our network and establish relationships with the large FIsfinancial institutions and other potential supply partners that are not currently part of our network. We have in the past and may in the future be unsuccessful in attempts to establish and maintain relationships with large FIs.financial institutions and other supply partners. If we are unable to maintain our relationships with current FI partners and attract new FI partners and other supply partners, our business, results of operations and financial condition would be significantly harmed, and we may fail to capture a material portion of the native bank advertising market opportunity.

We leverage our FI partners' purchase data and infrastructures to deliver our Cardlytics platform. We do not currently receive or have access to any personal data from our FI partners, although we may obtain or have access to personal data from our FI partners in the future as our business evolves. Additionally, we receive, collect, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share and have access to personal data and other sensitive or confidential information as a result of other aspects of our business. As such, we may be a more visible target for cyberattacks or physical breaches of our systems, databases or data centers, and we have in the past and we may in the future suffer from such attacks or breaches. There is a risk that actors may attempt to gain access to our systems, for the purpose of stealing personal data, sensitive or proprietary data, accessing sensitive information on our network, or disrupting our or their respective operations. Cyberattacks, malicious internet-based activity and online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information systems, and those of the third parties with whom we work. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer "hackers," threat actors, "hacktivists," organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.

Some actors now engage and are expected to continue to engage in cyberattacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we, the third parties with whom we work, and our customers may be vulnerable to a heightened risk of these attacks, including retaliatory cyberattacks, that could materially disrupt our systems and operations, and ability to provide our service.services.

In addition to traditional computer "hackers," we and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), threat actors, software bugs, malicious code (such as viruses and worms), malware (including: as a result of advanced persistent threat intrusions), employee theft or misuse, denial-of-service attacks, credential attacks, credential harvesting, and ransomware attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions).attacks. We also may be the subject of viruses, malware installation, server malfunction, software or hardware failures, loss of data or other computer assets, adware, malicious or unintentional actions or in actions by employees or others with authorized access to our network that create or expose vulnerabilities, attacks enhanced or facilitated by artificial intelligence ("AI"), and other similar threats or other similar issues. In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

Current or future criminalthreat actor capabilities, discovery of existing or new vulnerabilities in our systems and attempts to exploit those vulnerabilities or other developments may compromise the technology protecting our systems. Due to a variety of both internal and external factors, including defects or misconfigurations of our technology, our services have in the past and may in the future become vulnerable to security incidents (both from intentional attacks and accidental causes) that cause them to fail to secure networks and detect and block attacks. InIt may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. Our efforts to do so may not be successful. Actions taken by us or the eventthird thatparties ourwith protectionwhom effortswe arework unsuccessful,to detect, investigate, mitigate, contain, and our systems are compromised such thatremediate a thirdsecurity partyincident gainscould entryresult toin ouroutages, ordata anylosses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. For example, threat actors may use an initial compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we work, including our FI partners'partners’ systems, wesuch couldas sufferthrough substantialphishing harm.or supply chain attacks.

In addition, many of our employeesRemote work remotely, which makes us more vulnerable to cyberattacks and has increasedpresents risks to our systems and data, as more of our employeespersonnel utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations. A security breach could result in operational or administrative disruptions, or impair our ability to meet our marketers' requirements, which could result in decreased revenue. Also, our reputation could suffer irreparable harm, causing our current and prospective marketers and FI partners to decline to use our solutions in the future. Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities' systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program. Additionally, sensitive information of the Company could be leaked, disclosed, or revealed as a result of or in connection with our employees', personnel's, or vendors' use of generative AI technologies.

It is difficult, costly and resource intensive to maintain efforts designed to prevent, detect, investigate, contain and remediate security incidents. While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We take steps designed to detect, mitigate, and remediate vulnerabilities in our systems (such as our hardware and software, including that of third parties upon which we rely). We may not, however, detect and remediate all such vulnerabilities, at all or on a timely basis. Further, we may experience delays in developing and deploying remedial measures and patches designed to address identified vulnerabilities. Even if we have issued or otherwise made patches for vulnerabilities in our software applications, products or services, our customers may be unwilling or unable to deploy such patches and use such information effectively and in a timely manner. Vulnerabilities could be exploited and result in a security incident.

In any event, an actual or perceived breach of the security of our, or the third parties with whom we work, systems or data could materially harm our business, financial condition and operating results. Such adverse consequences may take the form of government enforcement actions (for example, investigations, fines, penalties, audits and inspections); additional reporting requirements and oversight; restrictions on processing of sensitive information; litigation (including class claims); indemnification obligations; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including data availability); financial loss; and other similar harms. Security incidents and associated consequences may prevent or cause customers to stop using our platform, deter new customers from using our platform, and negatively impact our ability to grow and operate our business. In particular, our product and service offering involves access to our customers’ information and systems, a security incident could heighten the impact of these material adverse consequences because of the nature of our business and expectations of our customers.

We cannot assure you that any relevant limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security lapse or breach. While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover all liabilities incurred by such attacks. We also cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results and reputation. Additionally, sensitive information of the Company could be leaked, disclosed, or revealed as a result of or in connection with our employees', personnel's, or vendors' use of generative AI technologies.

Our revenue and accounts receivable are diversified among a large number of marketers segregated by both geography and industry. During the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022,2023, our top five marketers accounted for 16%,20%, 15%16% and 15% of our revenue, respectively, with no marketer accounting for over 10% during each period. As of December 31, 20242025 and 2023,2024, our top five marketers accounted for 17%30% and 19%17% of our accounts receivable, respectively, with no individual marketer representing over 10% as of the end of each period.

Most marketers do business with us by placing insertion orders for particular marketing campaigns, either directly or through marketing agencies that act on their behalf. We often do not have any commitment from a marketer beyond the campaigns governed by a particular insertion order, and we frequently must compete to win further business from a marketer. In most circumstances, our insertion orders may be canceled by marketers or their marketing agencies prior to the completion of all the campaigns contemplated in the insertion orders; provided that marketers or their agencies are required to pay us for services performed prior to cancellation. As a result, our success is dependent upon our ability to outperform our competitors and win repeat business from existing marketers, while continually expanding the number of marketers for which we provide services. To maintain and increase our revenue, we must encourage existing marketers and their agencies to increase their use of our solutions and add new marketers. Many marketers and marketing agencies, however, have only just begun using our solutions for a limited number of marketing campaigns, and our future revenue growth will depend heavily on these marketers and marketing agencies expanding their use of our solutions across campaigns and otherwise increasing their spending with us. Even if we are successful in convincing marketers and their agencies to use our solutions, it may take several months or years for them to meaningfully increase the amount that they spend with us. Further, larger marketers with multiple brands typically have individual marketing budgets and marketing decision makers for each of their brands, and we may not be able to leverage our success in securing a portion of the marketing budget of one or more of a marketer's brands into additional business with other brands. Moreover, marketers may place internal limits on the allocation of their marketing budgets to digital marketing, to particular campaigns, to a particular provider or for other reasons. In addition, we are reliant on our FI partner network to have sufficient marketing inventory within the Cardlytics platform to place the full volume of advertisements contracted for by our marketers and their agencies. Any failure to meet these demands may hamper the growth of our business and the attractiveness of our solutions.

We rely on several third parties to assist us in matching our anonymized identifiers with third-party identifiers. This matching process enables us to, among other things, use transaction data to measure in-store and online campaign sales impact or provide marketers with valuable visibility into the behaviors of current or prospective customers both within and outside the context of their marketing efforts. If any of these key data providers were to withdraw or withhold their identifiers from us, or if we fail to renew the agreements governing the relationships with such providers, our ability to provide our solutions could be adversely affected, and certain marketers may severely limit their spending on our solutions or stop spending with us entirely. Replacements for any of these third-party identifiers may not fit the needs of certain marketers or be available in a timely manner or under economically beneficial terms.

Our corporate culture has contributed to our success, and if we cannot maintain it as we grow,it, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.

During 20242025 and 2023,2024, we derived 8.7%13.0% and 5.8%,8.7%, respectively, of our revenue from outside the U.S. While substantially all of our operations are located in the U.S., we have an officeoffices in the U.K. and Taiwan and may continue to expand our international operations as part of our growth strategy. Our ability to convince marketers to expand their use of our solutions or renew their agreements with us is directly correlated to our direct engagement with such marketers or their agencies. To the extent that we are unable to engage with non-U.S. marketers and agencies effectively with our limited sales force capacity, we may be unable to grow sales to existing marketers to the same degree we have experienced in the U.S.

We must also continue to manage our employees, operations, finances, research and development and capital investments efficiently inas ana environmentremote-first company where manythe majority of our employees are working from home. Our productivity and the quality of our solutions may be adversely affected if we do not integrate and train our new employees quickly and effectively or if we fail to appropriately coordinate across our executive, research and development, technology, service development, analytics, finance, human resources, marketing, sales, operations and customer support teams. If we continue our rapid growth, we will incur additional expenses, and our growth may continue to place a strain on our resources, infrastructure and ability to maintain the quality of our solutions. If we do not adapt to meet these evolving challenges, or if the current and future members of our management team do not effectively manage our growth, the quality of our solutions may suffer and our corporate culture may be harmed. Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have an adverse impact on our business, financial condition and operating results.

OurPortions of our net operating loss ("NOL") carry-forwards could expire unused and be unavailable to offset future tax liabilities because of their limited duration or because of restrictions under U.S. tax law. As of December 31, 20242025 and December 31, 2023,2024, we had U.S. federal and state NOLs of $900.7$990.7 million and $896.0$900.7 million, respectively. Our federal NOLs generated in tax years beginning before January 1, 2018, are only permitted to be carried forward for only 20 years under applicable U.S. tax law. Our federal NOLs generated in tax years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOL carry-forwards in a taxable year is limited to 80% of taxable income.income Itin issuch uncertain if and to what extent various states will conform to federal law.year.

In addition, under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended (the "Code"), if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carry-forwards and other pre-change tax attributes to offset its post-change taxable income or taxes may be limited. We have experienced "ownership changes" under Code Section 382 in the past, and future changes in ownership of our stock, including by reason of future offerings, as well as other changes that may be outside of our control, could result in future ownership changes under Code Section 382. If we are or become subject to limitations on our use of federal NOL carry-forwards under IRCCode Section 382, some of our federal NOL carry-forwards could expire unutilized or underutilized, even if we earn taxable income against which our federal NOL carry-forwards could otherwise be offset. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. In addition, at the state level, there may be periods during which the use of NOL carry-forwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

New tax laws or regulations could be enacted at any time, and existing tax laws or regulations could be interpreted, modified or applied in a manner that is adverse to us, which could adversely affect our business and financial condition. ForThe instance,U.S. government recently enacted legislation, commonly referred to as the One Big Beautiful Bill Act, that along with other recent U.S. federal tax reform, has resulted in significant changes to the taxation of business entities including, among other changes, the imposition of minimum taxes and excise taxes, changes to the taxation of income derived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations on the deductibility of business interest. The Inflation Reduction ActAct, which was passed in the U.S. in 2022, which provides for a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on certain share buybacks by public corporations, thatwhich would be imposed on such corporations. In addition, itIt is uncertain if and to what extent various states will conform to federal tax legislation. The impact of such changes or any future legislation could increaseaffect our U.S. tax expense and could have a material adverse impact on our business and financial condition.

Under accounting principles, we have allocated the total purchase price of Dosh's and Bridg's net tangible assets and intangible assets based on theirits fair valuesvalue as of the date of the acquisitions,acquisition, and we have recorded the excess of the purchase price over thosethat fair valuesvalue as goodwill. Our management's estimates of fair value will be based upon assumptions that they believe to be reasonable but that are inherently uncertain. The following factors, among others, could result in material charges that would cause our financial results to be negatively impacted:

•impairment of goodwill and other long-term assets;

Servicing our debt may require a significant amount of cash. We may not have sufficient cash flow from our business to pay our indebtedness, and we may not have the ability to raise the funds necessary to settle for cash conversions of the 2024 Convertible Senior Notes or to repurchase the 2024 Convertible Senior Notes for cash upon a fundamental change, which could adversely affect our business and results of operations.

In September 2020, we issued convertible senior notes with an aggregate principal amount of $230.0 million bearing an interest rate of 1.00% due on September 15, 2025 (the "2020 Convertible Senior Notes"). The interest rate for the 2020 Convertible Senior Notes is fixed at 1.00% per annum and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. In April 2024, we issued of $172.5 million principal amount of our 4.25% Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes", and together with the 2020 Convertible Senior Notes, the "Notes"), and used $169.3 million, consisting of the net proceeds from the offering, together with cash on hand, to repurchase for cash $183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes.. The interest rate for the 2024 Convertible Senior Notes is fixed at 4.25% per annum and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. Additionally, as of December 31, 2025, we had $60.0$40.1 million of unused availableoutstanding borrowings under our 2018 Line of Credit. Borrowings under our 2018 Line of Credit bear an interest rate equal to the prime rate plus 0.125%.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2024 Convertible Senior Notes and any borrowings under our 2018 Line of Credit, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flows from operations in the future that are sufficient to service our debt. If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance any existing or future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, our 2018 Line of Credit contains and our future debt agreements may contain restrictive covenants that may limit our ability to or prohibit us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.

Holders of the 2024 Convertible Senior Notes have the right to require us to repurchase their 2024 Convertible Senior Notes upon the occurrence of a fundamental change (as defined in the indenturesindenture governing the 2020 Convertible Senior Notes and 2024 Convertible Senior Notes, respectivelyNotes) at a repurchase price equal to 100% of the principal amount of the 2024 Convertible Senior Notes to be repurchased, as applicable, plus accrued and unpaid interest, if any. Upon conversion, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2024 Convertible Senior Notes being converted. We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases in connection with such conversion and our ability to pay may additionally be limited by law, by regulatory authority or by agreements governing our existing and future indebtedness. Our failure to repurchase the 2024 Convertible Senior Notes at a time when the repurchase is required by the indentures governing the 2024 Convertible Senior Notes, as applicable, or to pay any cash payable on future conversions as required by such indenture would constitute a default under such indenture. A default under an indenture or the fundamental change itself could also lead to a default under agreements governing our existing and future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2024 Convertible Senior Notes or make cash payments upon conversions thereof.

The conditional conversion feature of either series of 2024 Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operations.

In the event the conditional conversion feature of either series of 2024 Convertible Senior Notes is triggered, holders of such 2024 Convertible Senior Notes will be entitled to convert their 2024 Convertible Senior Notes at any time during specified periods at their option. If one or more holders elect to convert their 2024 Convertible Senior Notes, as applicable, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their 2024 Convertible Senior Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the applicable series of 2024 Convertible Senior Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Transactions relating to our 2024 Convertible Senior Notes may affect the value of our common stock.

The conversion of some or all of the 2024 Convertible Senior Notes would dilute the ownership interests of existing stockholders to the extent we satisfy our conversion obligation by delivering shares of our common stock upon any conversion of such 2024 Convertible Senior Notes. Our 2024 Convertible Senior Notes may become in the future convertible at the option of their holders under certain circumstances. If holders of our 2024 Convertible Senior Notes elect to convert their 2024 Convertible Senior Notes, we may settle our conversion obligation by delivering to them a significant number of shares of our common stock, which would cause dilution to our existing stockholders.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the 2024 Convertible Senior Notes or our common stock. In addition, we do not make any representation that the Option Counterparties will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

In the ordinary course of business, we collect, receive, store, process, use, generate, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share personal data and other sensitive information including proprietary and confidential business data, trade secrets, and intellectual property ("process" or "processing") necessary to operate our business, for legal and marketing purposes, and for other business-related purposes. We, our FI partners, our marketers and other third parties with whom we work are subject to a number of data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy policies, contractual requirements, and other obligations relating to data privacy and security as well as laws and regulations regarding online services and the Internet generally. We rely on our FI partners not to provide us any "personal data" as defined under relevant data protection regimes; however, to the extent such FI partners fail to do so, we may have exposure to data protection obligations and the failure of which to comply with such obligations could lead to material adverse consequences.

In the U.S., the rules and regulations to which we, directly or contractually through our partners, or our marketers are or may be subject, include but are not limited to those promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act, the Gramm-Leach-Bliley Act and state cybersecurity, privacy and breach notification laws, as well as regulator enforcement positions and expectations reflected in federal and state regulatory actions, settlements, consent decrees and guidance documents.laws.

The regulatory framework for online services and data privacy and security issues worldwide can vary substantially from jurisdiction to jurisdiction, is rapidly evolving and is likely to remain uncertain for the foreseeable future. Many of these obligations conflict with each other, and interpretation of these laws, rules and regulations and their application to our solutions in the U.S. and foreign jurisdictions is ongoing and cannot be fully determined at this time. A number of existing bills are pending in the U.S. federal and state legislatures that contain provisions that would regulate how companies can use various tracking technologies to collect and utilize user information. Additionally, new legislation proposed or enacted in various states will continue to shape the data privacy environment nationally.

In the past few years, numerous states have also passed comprehensive privacy laws that impose certain obligations on covered businesses, including requiring covered businesses to provide specific disclosures in privacy notices and to afford residents with certain rights concerning their personal data. Similar laws are being considered in several other states, as well as at the federal and local levels. These developments may further complicate compliance efforts, and may increase legal risk and compliance costs for us and the third parties with whom we work.

Cardlytics Monthly ActiveQualified Users ("MAUsMQUs")

We define MAUsMQUs as targetable customers that have loggedmade a transaction using their account with an FI Partner or other partners in anda visitedgiven onlinemonth, orexcluding mobilepilot applicationssupply containing offers, opened an email containing an offer, or redeemed an offer fromduring the Cardlyticsramp platformup duringperiod, aand monthlywhose period.transaction data was shared with Cardlytics. We then calculate a monthly average of these MAUsMQUs for the periods presented. We believe that MAUsthe number of MQUs is an indicator of the Cardlytics platform's ability to drive engagement and is reflective of the marketingconsumer base and insights that we offer to marketers. WeAs of January 1, 2025, we no longer report onlyCardlytics theMonthly totalActive numberUsers ofgiven uniquewe targetabledo customersnot withinreceive eachequivalent FI.user data from our newer bank partners. We have applied this change to our reporting for current and prior periods in this Annual Report on Form 10-K.

Cardlytics MAUsMQUs increased by 4.833.7 million during 20242025 compared to 2023,2024, primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and a new FI Partner in the U.K.

Cardlytics MAUsMQUs increased by 7.63.2 million during 20232024 compared to 2022,2023, primarily driven by organic growth of the existing FI partners in the U.K. and U.S. and a new FI Partner in the U.K.

Cardlytics AverageAdjusted RevenueContribution per User ("ARPUACPU")

Cardlytics ARPUACPU decreased by $0.02$0.17 during 20232025 compared to 20222024 primarily as a result of alower $0.3billings millionand increasethe inramp Consumerup Incentives due to changes toof our targetingnewest andFI ranking system that led to higher engagement.Partner.

Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense; foreign currency loss (gain)/loss; gain on debt extinguishment; acquisition, integration and divestiture costs (benefits); change in contingent consideration; impairment of goodwill and intangible assets, (gain)/loss on divestiture; restructuring and reduction of force; income tax benefit and, in applicable periods, certain other income and expense items, such as 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, gain on debt extinguishment, impairment of goodwill and intangible assets and foreign currency loss (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.

We define Adjusted Net Loss as our Net Loss before stock-based compensation expense; foreign currency loss (gain)/loss; acquisition, integration and divestiture costs (benefits); amortization of acquired intangibles; change in contingent consideration; impairment of goodwill and intangible assets; gain on debt extinguishment; (gain)/loss on divestiture; restructuring and reduction of force; and income tax benefit, and in applicable periods, certain other income and expense items. We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted.

We define Free Cash Flow as net cash provided by/(used in) operating activities, plus acquisition of property and equipment,equipment and capitalized software development costs and acquisition of patents.costs. We believe freeFree cashCash flowFlow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business. We believe this supplemental information enhances stockholders' ability to evaluate our performance.

Billings increaseddecreased by $10.9$58.9 million during 20232025 compared to 2022,2024, primarily driven by a $98.8 million net decrease in sales to existing marketers, partially offset by an increase of $32.8$39.9 million in sales to new marketers, offset by a $21.9 million decrease in sales to existing marketers.

The following table presents a reconciliation of billingsBillings to revenue,Revenue, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

The following table presents a reconciliation of Adjusted Contribution to grossGross profit,Profit, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

The following table presents a reconciliation of Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

The following table presents a reconciliation of Adjusted Net Loss to Net Loss, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):

The following is a reconciliation of freeFree cashCash flowFlow to the most comparable GAAP measure, netNet cash provided by/(used in) operating activities (in thousands):

Intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. We evaluate the recoverability of our finite-lived intangible assets and other long-lived assets whenever events or substantive changes in circumstances indicate that the carrying amount may not be recoverable. The impairment analysis involves determining whether the estimated fair value of each intangible asset exceeds its carrying amount. Our estimation of the fair value of definite lived intangible assets includeincludes the use of discounted cash flow analyses, which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows and discount rates.

(Gain) Loss on Divestiture (Gain) Loss on divestiture of businesses consists of lossa gain on the saledissolution of a business during the year ended December 31, 2023.2025.

Foreign currency gain /(loss) consists primarily of gains and losses on foreign currency transactions.

The following table sets forth our consolidated statements of operations (in thousands):

The $30.9$45.0 million decrease in Revenue during 20242025 compared to 20232024 was comprised of a $9.6$58.9 million decrease in BillingsBillings, andpartially offset by a $21.3$13.9 million increasedecrease in Consumer Incentives. In 2024,2025, Consumer Incentives grewdecreased fasterat a lower rate than Billings, primarily due to higherstrategic engagementdecisions andto adrive one-timeincremental $2.2performance millionfor rewardsour benefitadvertisers thatas wewell realizedas inoptimization 2023.of our network.

Partner Share and other third-party costs decreased by $22.8$24.8 million during 20242025 compared to 2023, partially due to a decrease of $1.3 million from a Partner Share commitment shortfall accrual in 2023 that did not reoccur in 2024. Excluding this shortfall commitment, the balance in Partner Share and other third-party costs decreased by $21.5 million. The decrease is2024, primarily driven by lower top line billings, a renegotiation of terms with a certain FI Partnerbillings and changes in Partner Share mix.

Total sales and marketing expenses decreased by $4.8$13.2 million during 20242025 compared to 2023.2024. Sales and marketing expenses excluding stock-based compensation and reduction in force decreased by $2.2$8.7 million during 20242025 compared to 20232024 primarily due to a $2.2decrease of $7.2 million in staff expenses, $0.9 million in marketing events, $0.5 million in travel and entertainment and $0.1 million in dues and subscriptions. The decrease in staff expenses,expense mostlyincludes relateda to$2.1 million benefit associated with the divestiture of entertainment in December 2023, a $0.3 million decrease in training, duesfirst and subscriptionssecond expenses,quarter and2021 aemployee $0.3retention milliontax decrease in travel and entertainment, partially offset by a $0.5 million increase in marketing events and a $0.1 million increase in software licenses.credit.

Total research and development expenses decreased $1.7by $9.8 million in 20242025 compared to 2023.2024. Research and development expenses excluding stock-based compensation and reduction in force decreased by $0.3$7.0 million during 20242025 compared to 2023,2024, primarily due to a $0.8decrease of $4.8 million decrease in professional fees, a $0.3 million decrease in administrative expenses, and a $0.2 million decrease in staff expensesexpenses, partially offset by a $1.0$1.3 million increase in data storage and data center expense.expense, $0.8 million in desktop software licenses and $0.1 million in professional fees. The decrease in staff expense includes a $1.7 million benefit associated with the first and second quarter 2021 employee retention tax credit.

Total general and administrative expenses decreased by $2.3$9.2 million during 20242025 compared to 2023.2024. General and administrative expense excluding stock-based compensation and reduction in force decreased by $5.5$8.4 million during 20242025 compared to 2023,2024, primarily due to a decrease of $4.0 million decreasein bad debt, $1.4 million in professional fees, $1.0 million in software licenses and data storagestorage, related to our transition to the cloud and the divestiture of Entertainment, a $3.8$0.8 million decrease in professional fees, a $1.2 million decrease in staff expensesexpenses, and a $1.2$0.7 million decrease in lease expenses, partially offset by a $4.3 million increase in bad debt and a $0.4 million increase in travel and entertainment expense.expense, $0.3 million in lease expenses and $0.2 million in administrative expenses. The decrease in staff expense includes a $0.6 million benefit associated with the first and second quarter 2021 employee retention tax credit.

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

Stock-based compensation expense decreased by $0.6$12.2 million during 20242025 compared to 2023.2024 Inprimarily 2024,driven weby reversedhigher theforfeitures expensedue associatedto witha thereduction 2022in PSUs,headcount theas seconda trancheresult of the 2022reduction Bridgin PSUs,force andthat theoccurred restrictedduring share awards related to the departure of a key executive. In 2024, we also granted restricted share awards to a key executive. In 2023, we reversed the expense associated with the 2021 PSUs and restricted share awards related to certain executive departures.2025. Refer to Note 10—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense.

Acquisition, integration and divestiture benefits

During 2025, we incurred $0.6 million of costs, which related to divestiture expense consisting of professional fees associated with the Bridg Sale. During 2024, we recognized a $0.1 million expense associated with the net working capital adjustment related to the divestiture of Entertainment. During 2023, we incurred a $6.8 million benefit due to a reduction of brokerage fee related to the reduction of our estimate of contingent consideration related to the First Anniversary Payment Amount to Bridg, partially offset by a $0.5 million expense due to the divestiture of Entertainment. Refer to Note 4—Business Combinations and Divestitures to our consolidated financial statements for additional information regarding these acquisitions.information.

During 2024,2025, thewe changerealized inan contingentexpense considerationof was a $0.2$0.1 million expense as a result of the $6.1 million lossprimarily related to interest accretion associated with the change of contingent consideration to the former Bridg shareholders, almost entirely offset by the $5.9 million gain we recognized due to the Settlement Agreement.consideration. During 20232024, we realized aan $1.2expense of $0.2 million expense primarily due to the change in value of contingent consideration to the former Bridg shareholders. Refer to Note 12—Fair Value Measurements to our consolidated financial statements for additional information regarding the contingent consideration.

During 2025, we recognized an impairment of $49.1 million on goodwill related to the Cardlytics platform in the U.S. and an impairment of $9.7 million on capitalized software development costs associated with the Cardlytics asset group. During 2024, we recognized $131.6 million ofan impairment of $117.8 million on goodwill and intangible assets related to the Bridg platform.platform Duringand 2023, we recognized $70.5 million ofan impairment of goodwill$13.7 andmillion on the developed technology intangible assetsasset relatedassociated towith the Bridg platform.asset group. The impairment of goodwill and intangible assets resulted from a continued slowdown in the economy, decreased consumer spend, and a sustained decline in our stock price. Refer to Note 5—Goodwill and Acquired Intangibles to our consolidated financial statements for additional information regarding the goodwill impairment.information.

LossGain on divestiture

Depreciation and amortization expense decreased by $0.8$0.4 million during 20242025 compared to 2023,2024, primarily due to a decrease in fixed assets.assets and acquired intangible assets partially offset by an increase in capitalized software development.

Interest expense, net increased by $3.2$2.4 million during 20242025 compared to 2023 primarily2024 due to an increase in our interest expense relatedof to$1.7 million and a decrease in our interest income of $0.6 million. Interest expense increased as a result of the issuance of the 2024 Convertible Senior Notes,Notes partiallyduring offset2024 byand repaymentthe greater utilization of our 2018 Line of Credit.Credit during 2025, partially offset by a decrease in interest expense related to our 2020 Convertible Senior Notes, which were partially paid down during 2024 and fully settled in 2025. Interest income decreased as a result of the decrease in our average cash balance, partially offset by $0.8 million in interest income associated with the first and second quarter 2021 employee retention tax credit. Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2024 Convertible Senior Notes.Notes, 2020 Convertible Senior Notes and our 2018 Line of Credit.

Foreign Currency Gain (Loss) Gain

Foreign currency gain was $6.2 million during 2025 compared to a loss wasof $1.3 million during 2024 compared to a gain of $3.3 million during 2023,2024, primarily due to the change in the value of the British pound relative to the U.S. dollar.

During 2024, we realized a Gain on debt extinguishment wasof $13.0 million during 2024 compared to zero during 2023, due to the aggregatedpartial payment towardsof the 2020 Convertible Senior Notes in April 2024. Refer to Note 9—Debt and Financing Arrangements to our consolidated financial statements for additional information regarding the 2020 Convertible Senior Notes.

The following table summarizes our cash and cash equivalents, restricted cash, working capital, accounts receivable and contract assets, net and unused available borrowings (in thousands):

In January 2024, we renewed our cloud hosting arrangement guaranteeing an aggregated spend of $17.0 million each year over a 36-month period. AsDuring the second year of Decemberthe 31,agreement, 2024we had $16.2 million of aggregated spend. As a result of the shortfall, we have paidaccrued $19.4$0.8 million towardswithin accrued expenses liability on our cloudconsolidated hostingbalance arrangement guarantee.sheets.

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.

We operate a commercepurchase mediaintelligence platform that istransforms designedtransaction todata makeinto targeted, personalized offers and rewards for consumer brands, delivered through a banking and commerce smarterplatform in the United States and rewardingthe forUnited everyone.Kingdom. At the core of our commerce media platform is the financial media network that we runoperate 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.

Working with an advertiser, we design a campaign that targets consumers based on their verified purchase history.history, including total-wallet visibility into competitive and cross-category spending. The consumer is offered an incentive ("Consumer Incentives") to make a purchase from the brand within a specified period. We use a portion of the fees that we collect from advertisers to provide these Consumer Incentives to customers after they make qualifying purchases. We report our Revenue on our consolidated statements of operations net of Consumer Incentives since we do not provide the goods or services that are purchased by customers from the advertisers to which the Consumer Incentives relate.

We run campaigns offering compelling Consumer Incentives to drive an expected rate of return on advertising spend for marketers. At times, we may collaborate with a partner to enhance the level of Consumer Incentives to their respective customers, funded by their Partner Share. We believe that these investments by our partners positively impact our platform by making their customers more highly engaged with our platforms.platform. However, these investments negatively impact our GAAP Revenue, which is reported net of Consumer Incentives.

On March 24, 2026 (the “Closing Date”), we completed the Bridg Sale. Pursuant to the Purchase Agreement, on the Closing Date, PAR delivered to us 1,810,222 shares of PAR’s common stock in PAR as consideration for the Bridg Sale.Sale, which we subsequently sold for cash proceeds of $23.0 million, net of fees.

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 threesix months ended MarchJune 31,30, 2025, we recorded a gain on disposal or divestiture of $5.4$5.2 million primarily due to the derecognition of the wallet liability associated with the Dosh app within the condensed consolidated statement of operations.

We define MQUs as targetable customers that have made a transaction using their account with primarily an FI Partner in a given month, excluding pilot supply during the ramp up period, and whose transaction data was shared with Cardlytics. We then calculate a monthly average of these MQUs for the periods presented. We believe that the number of MQUs is an indicator of the Cardlytics purchase intelligence platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers.

We define ACPU as the Cardlytics purchase intelligence platform Adjusted Contribution generated in the applicable period, divided by Cardlytics average MQUs in the applicable period. We believe that Adjusted Contribution is the most relevant metric as it reflects the value Cardlytics keeps after subtracting out rewards, Partner Share and other third-party costs. We believe that ACPU measures the Cardlytics purchase intelligence platform's efficiency in converting marketer budgets into the value generated by customer engagement.

(1)Revenues, Consumer Incentives, Billings, Gross Profit, Adjusted Contribution, Net Loss,and Adjusted EBITDA and Adjusted Net Loss reflect the effects of disposed businesses through the respective disposal dates. Refer to Note 3—Discontinued Operations to our consolidated financial statements for additional information regarding the divestiture of our Bridg business.

Billings represents the gross amount billed to customers and marketers for services in order to generate revenue. Cardlytics purchase intelligence platform Billings is recognized gross of both Consumer Incentives and Partner Share. Cardlytics platform GAAP Revenue is recognized net of Consumer Incentives and gross of Partner Share. Bridg platform Billings is the same as Bridg platform GAAP Revenue.

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 platformsplatform 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 theour financial performance as it reflects the dollars we keep after all of our partners are paid.

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 loss (gain) loss; loss on investment; loss (gain) on divestiture; change in contingent consideration and Incomeloss (lossincome) from discontinued operations and, in applicable periods, certain other income and expense items, such as impairment of goodwill and intangible assets; income tax benefit; gain on debt extinguishment; reduction in force and deferred implementation costs. We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, impairment of goodwill and intangible assets and foreign currency lossgain (gainloss) 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.

We define Free Cash Flow as net cash (used in) provided by operating activities, plus acquisition of property and equipment and capitalized software development costs and, in applicable periods, acquisition of patents.patents, and legal indemnification payments. We believe free cash flow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business. We believe this supplemental information enhances stockholders' ability to evaluate our performance.

(2)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.3$0.1 million and $0.5$0.4 million during the three months ended MarchJune 31,30, 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.

Components of Results of Operations

CostCosts and ExpenseExpenses

Partner Share and other third-party costs consist primarily of the Partner Share that we pay our partners, media and data costs and deferred implementation costs incurred pursuant to our agreements with certain partners. To the extent that we use a specific partner's customers' anonymized purchase data in the delivery of our solutions, we generally pay the applicable partner a Partner Share calculated based on the relative contribution of the data provided by the partner to the overall delivery of the services. We expect that our Partner Share and other third-partythese costs willto fluctuate over time in connection with changes in our Revenue. Refer to Note 5—Revenue for further details.

Delivery costs consist primarily of personnel costs of our campaign, data operations and production support teams, including salaries, benefits, bonuses, stock-based compensation and payroll taxes. Delivery costs also include hosting costs, purchased or licensed software costs, outsourcing costs and professional services costs. As we continue to migrate our technology to the cloud, we expect our delivery costs will increase in absolute dollars and if such anticipated Revenue growth does not occur, our delivery costs as a percentage of Revenue will be adversely affected. Over time, we expect delivery costs will decline as a percentage of Revenue.

LossDuring onthe Investmentsix consistsmonths ended June 30, 2025, we realized an expense of $5.2 million primarily ofdue to the gain recorded in connection with the decommissiondecommissioning of the Dosh app, a consumer facing cashback mobile applicationapplication, operated by Dosh HoldingsHolding LLC on February 28, 2025. In connection with the decommission, we recorded a loss on investment dueRefer to theNote derecognition1—Overview of theBusiness walletand liabilityBasis associatedof withPresentation thefor Doshmore app.information.