CDLX

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (1) our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10–Q and (2) the audited consolidated financial statements and the related notes and management's discussion and analysis of financial condition and results of operations for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on March 4, 2026. 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. Overview We operate a purchase intelligence platform that transforms transaction data into targeted, personalized offers and rewards for consumer brands, delivered through a banking and commerce platform in the United States and the United Kingdom. At the core of our platform is the financial media network that we operate within our partners' digital channels, which includes online and mobile applications (the "Cardlytics purchase intelligence platform"). The partners for the Cardlytics purchase intelligence platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers. By applying advanced analytics to the purchase data we receive, we make it actionable, helping marketers reach potential buyers at scale and measure the true incremental sales impact of their marketing spend. We have strong relationships with leading marketers across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment. Working with an advertiser, we design a campaign that targets consumers based on their verified purchase history, including total-wallet visibility into competitive and cross-category spending. The consumer is offered an incentive ("Consumer Incentives") to make a purchase from the brand within a specified period. We use a portion of the fees that we collect from advertisers to provide these Consumer Incentives to customers after they make qualifying purchases. We report our Revenue on our consolidated statements of operations net of Consumer Incentives since we do not provide the goods or services that are purchased by customers from the advertisers to which the Consumer Incentives relate. We pay certain partners a negotiated and fixed percentage of our Billings to advertisers less any Consumer Incentives that we pay to consumers and certain third-party data costs ("Partner Share"). We report our Revenue gross of Partner Share. Partner Share costs are included in Partner Share and other third-party costs in our consolidated statements of operations, rather than as a reduction of Revenue, because we and not our partners act as the principal in our arrangements with advertisers. We run campaigns offering compelling Consumer Incentives to drive an expected rate of return on advertising spend for marketers. At times, we may collaborate with a partner to enhance the level of Consumer Incentives to their respective customers, funded by their Partner Share. We believe that these investments by our partners positively impact our platform by making their customers more highly engaged with our platform. However, these investments negatively impact our GAAP Revenue, which is reported net of Consumer Incentives. Divestitures and Presentation 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. 25 Table of Contents On March 24, 2026 (the “Closing Date”), we completed the Bridg Sale. Pursuant to the Purchase Agreement, on the Closing Date, PAR delivered to us 1,810,222 shares of common stock in PAR as consideration for the Bridg Sale, which we subsequently sold for cash proceeds of $23.0 million, net of fees. The Dosh app, a consumer facing cashback mobile application operated by Dosh Holdings LLC, was decommissioned on February 28, 2025. In connection with the decommission, for the six months ended June 30, 2025, we recorded a gain on disposal or divestiture of $5.2 million primarily due to the derecognition of the wallet liability associated with the Dosh app within the condensed consolidated statement of operations. Non-GAAP Measures and Other Performance Metrics We regularly monitor a number of financial and operating metrics in order to measure our current performance and estimate our future performance. Our metrics may be calculated in a manner different than similar metrics used by other companies. Key Performance Metrics Three Months Ended June 30, Six Months Ended June 30, 2026 in thousands except ACPU amounts 2026 2025 2026 2025 Cardlytics MQUs 185,423 224,464 191,217 219,677 Cardlytics ACPU $ 0.11 $ 0.14 $ 0.21 $ 0.27 During the three months ended June 30, 2026, Cardlytics MQUs decreased by 39.0 million compared to the three months ended June 30, 2025, primarily driven by an FI partner in the U.S. exiting the Cardlytics purchase intelligence platform. During the six months ended June 30, 2026, Cardlytics MQUs decreased by 28.5 million compared to the six months ended June 30, 2025 primarily driven by an FI partner in the U.S. exiting the Cardlytics purchase intelligence platform. Cardlytics Monthly Qualified Users ("MQUs") 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. Cardlytics Adjusted Contribution per User ("ACPU") 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. Key Financial Metrics (Including Non-GAAP Metrics) Three Months Ended June 30, Six Months Ended June 30, in thousands 2026 2025 2026 2025 Revenue(1) $ 36,882 $ 58,041 $ 71,201 $ 114,476 Consumer Incentives $ 28,587 $ 40,799 $ 52,414 $ 76,480 Billings(1) $ 65,469 $ 98,840 $ 123,615 $ 190,956 Gross Profit(1) $ 18,620 $ 25,964 $ 35,761 $ 47,509 Adjusted Contribution(1) $ 21,268 $ 31,320 $ 40,990 $ 58,651 Net Loss $ (14,876) $ (9,283) $ (19,356) $ (22,565) Adjusted EBITDA(1) $ 1,702 $ 2,996 $ 1,932 $ (1,121) Net cash (used in) provided by operating activities $ (8,597) $ 1,227 $ (14,239) $ (5,481) Free Cash Flow $ (10,702) $ (3,431) $ (18,648) $ (14,242) (1)Revenues, Billings, Gross Profit, Adjusted Contribution, and Adjusted EBITDA reflect the effects of disposed businesses through the respective disposal dates. Refer to Note 3—Discontinued Operations to our consolidated financial statements for additional information regarding the divestiture of our Bridg business. 26 Table of Contents Definitions of Non-GAAP Measures Billings Billings represents the gross amount billed to customers and marketers for services in order to generate revenue. Cardlytics purchase intelligence platform Billings is recognized gross of both Consumer Incentives and Partner Share. GAAP Revenue is recognized net of Consumer Incentives and gross of Partner Share. We review Billings for internal management purposes. We believe Billings is an important indicator for the current health of the business because it directly represents our ability to bill customers for our services before any Consumer Incentives are paid. Nevertheless, our use of Billings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Other companies, including companies in our industry that have similar business arrangements, may address the impact of Consumer Incentives differently. You should consider Billings alongside our other GAAP financial results. Adjusted Contribution 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. We use 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. Adjusted Contribution should not be considered in isolation from, or as an alternative to, measures prepared in accordance with GAAP. Adjusted Contribution should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, Adjusted Contribution may not necessarily be comparable to similarly titled measures presented by other companies. Refer to Note 12 - Segments to our condensed consolidated financial statements for further details on our Adjusted Contribution by segment. Adjusted EBITDA Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense continuing operations; separation costs and reduction in force; foreign currency (gain) loss; loss on investment; loss (gain) on divestiture; change in contingent consideration and loss (income) from discontinued operations and, in applicable periods, certain other income and expense items, such as impairment of goodwill and intangible assets; income tax benefit; gain on debt extinguishment and deferred implementation costs. We do not consider these excluded items to be indicative of our core operating performance. Of these items depreciation and amortization expense, stock-based compensation expense, impairment of goodwill and intangible assets and foreign currency gain (loss) are non-cash impacting. Notably, any impacts related to minimum Partner Share commitments in connection with agreements with certain partners are not added back to net loss in order to calculate Adjusted EBITDA. Adjusted EBITDA is a key measure used by management to understand and evaluate our core operating performance and trends and to generate future operating plans, make strategic decisions regarding the allocation of capital and invest in initiatives that are focused on cultivating new markets for our solution. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. Nevertheless, use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (1) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (2) Adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation and equity instruments issued to our partners; (3) Adjusted EBITDA does not reflect tax payments or receipts that may represent a reduction or increase in cash available to us; and (4) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces the usefulness of the metric as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our net loss and other GAAP financial 27 Table of Contents results. Free Cash Flow We define Free Cash Flow as net cash (used in) provided by operating activities, plus acquisition of property and equipment and capitalized software development costs and, in applicable periods, acquisition of patents, and legal indemnification payments. We believe free cash flow is useful to measure the funds generated in a given period that are available for distribution or to sustain the business. We believe this supplemental information enhances stockholders' ability to evaluate our performance. Results of Non-GAAP Measures Billings The following table presents a reconciliation of Billings to Revenue, the most directly comparable GAAP measure, for each of the periods indicated: Three Months Ended June 30, Six Months Ended June 30, in thousands 2026 2025 2026 2025 Revenue(1) $ 36,882 $ 58,041 $ 71,201 $ 114,476 Plus: Consumer Incentives 28,587 40,799 52,414 76,480 Billings(1) $ 65,469 $ 98,840 $ 123,615 $ 190,956 (1)Revenue and Billings reflect the effects of disposed businesses through the respective disposal dates. Refer to Note 3—Discontinued Operations to our consolidated financial statements for additional information regarding the divestiture of the Bridg business. Adjusted Contribution The following table presents a reconciliation of Adjusted Contribution to gross profit, the most directly comparable GAAP measure, for each of the periods indicated: Three Months Ended June 30, Six Months Ended June 30, in thousands 2026 2025 2026 2025 Revenue(1) $ 36,882 $ 58,041 $ 71,201 $ 114,476 Minus: Partner Share and other third-party costs(1) 15,614 26,721 30,211 55,825 Delivery costs(1)(2) 2,648 5,356 5,229 11,142 Gross Profit(1) 18,620 25,964 35,761 47,509 Plus: Delivery costs(1)(2) 2,648 5,356 5,229 11,142 Adjusted Contribution(1) $ 21,268 $ 31,320 $ 40,990 $ 58,651 (1)Revenue, Partner Share and other third-party costs, Delivery costs, Gross Profit and Adjusted Contribution 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 the Bridg business. (2)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.1 million and $0.4 million during the three months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense recognized in consolidated delivery costs totaled $0.4 million and $0.9 million during the six months ended June 30, 2026 and 2025, respectively. 28 Table of Contents Adjusted EBITDA The following table presents a reconciliation of Adjusted EBITDA to Net Loss, the most directly comparable GAAP measure: Three Months Ended June 30, Six Months Ended June 30, in thousands 2026 2025 2026 2025 Net Loss $ (14,876) $ (9,283) $ (19,356) $ (22,565) Plus: Interest expense, net 2,281 1,943 4,814 3,773 Depreciation and amortization 4,061 4,243 8,004 8,591 Stock-based compensation expense continuing operations 2,355 6,606 6,916 14,546 Separation costs and reduction in force 727 1,474 727 1,474 Foreign currency (gain) loss (165) (5,449) 1,541 (8,076) Loss on investment 1,102 — 2,387 — Loss (gain) on divestiture — 200 — (5,150) Change in contingent consideration — 42 — 102 Loss (income) from discontinued operations 6,217 3,220 (3,101) 6,184 Adjusted EBITDA $ 1,702 $ 2,996 $ 1,932 $ (1,121) Free Cash Flow The following is a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable GAAP measure, for each of the periods indicated: Three Months Ended June 30, Six Months Ended June 30, in thousands 2026 2025 2026 2025 Net cash (used in) provided by operating activities $ (8,597) $ 1,227 $ (14,239) $ (5,481) Plus: Acquisition of property and equipment (2) (322) (30) (441) Capitalized software development costs (2,103) (4,336) (4,379) (8,320) Free Cash Flow $ (10,702) $ (3,431) $ (18,648) $ (14,242) 29 Table of Contents Results of Operations The following table presents our condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 36,882 $ 58,041 $ 71,201 $ 114,476 Costs and expenses: Partner Share and other third-party costs 15,614 26,721 30,211 55,825 Delivery costs 2,648 5,356 5,229 11,142 Sales and marketing expense 6,605 8,943 13,366 19,324 Research and development expense 5,540 9,867 11,970 20,145 General and administrative expense 7,855 12,238 16,136 25,181 Change in contingent consideration — 42 — 102 Loss (gain) on divestiture — 200 — (5,150) Depreciation and amortization expense 4,061 4,243 8,004 8,591 Total costs and expenses 42,323 67,610 84,916 135,160 Operating loss (5,441) (9,569) (13,715) (20,684) Other (expense) income: Interest expense, net (2,281) (1,943) (4,814) (3,773) Loss on investment (1,102) — (2,387) — Foreign currency gain (loss) 165 5,449 (1,541) 8,076 Total other (expense) income (3,218) 3,506 (8,742) 4,303 Loss before income taxes from continuing operations (8,659) (6,063) (22,457) (16,381) Income tax benefit — — — — Loss from continuing operations (8,659) (6,063) (22,457) (16,381) (Loss) income from discontinued operations (6,217) (3,220) 3,101 (6,184) Net loss $ (14,876) $ (9,283) $ (19,356) $ (22,565) Comparison of Three and Six Months Ended June 30, 2026 and 2025 Divestitures and Presentation As a result of the closing of the Bridg Sale, we analyzed quantitative and qualitative factors relevant to the Bridg disposal group and determined that the accounting criteria to be classified as held for sale and a discontinued operation were met during the three and six months ended June 30, 2026. Accordingly, the operating results of the Bridg business have been reflected as discontinued operations for all periods presented. Revenue We report our Revenue net of Consumer Incentives and gross of Partner Share and other third-party costs. Refer to Note 5—Revenue for further details on our revenue recognition policies. Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Billings $ 65,469 $ 98,840 $ (33,371) (34) % $ 123,615 $ 190,956 $ (67,341) (35) % Consumer Incentives 28,587 40,799 (12,212) (30) 52,414 76,480 (24,066) (31) Revenue $ 36,882 $ 58,041 $ (21,159) (36) % $ 71,201 $ 114,476 $ (43,275) (38) % % of Billings 56 % 59 % 58 % 60 % The $21.2 million decrease in Revenue during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was comprised of a $33.4 million decrease in Billings due to the change in bank partner relationships, partially offset by a $12.2 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to strategic decisions to drive incremental performance for our advertisers as well as optimization of our network. 30 Table of Contents The $43.3 million decrease in Revenue during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was comprised of a $67.3 million decrease in Billings due to the change in bank partner relationships, partially offset by a $24.1 million decrease in Consumer Incentives. Consumer Incentives decreased at a lower rate than Billings during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to strategic decisions to drive incremental performance for our advertisers as well as optimization of our network. Costs and Expenses Partner Share and Other Third-Party Costs Partner Share and other third-party costs consist primarily of the Partner Share that we pay our partners, media and data costs and deferred implementation costs incurred pursuant to our agreements with certain partners. We expect these costs to fluctuate in connection with changes in our Revenue. Refer to Note 5—Revenue for further details. Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Partner Share and other third-party costs $ 15,614 $ 26,721 $ (11,107) (42) % $ 30,211 $ 55,825 $ (25,614) (46) % % of Revenue 42 % 46 % 42 % 49 % Partner Share and other third-party costs decreased by $11.1 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by lower top line billings and changes in Partner mix. Partner Share and other third-party costs decreased by $25.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by lower top line billings and changes in Partner mix. Delivery Costs 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. Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Delivery costs excluding stock-based compensation expense and separation costs and reduction in force $ 2,542 $ 4,729 $ (2,187) (46) % $ 4,855 $ 10,042 $ (5,187) (52) % Plus: Stock-based compensation expense 106 381 (275) (72) % 374 854 (480) (56) % Separation costs and reduction in force — 246 (246) n/a — 246 (246) n/a Total delivery costs $ 2,648 $ 5,356 $ (2,708) (51) % $ 5,229 $ 11,142 $ (5,913) (53) % % of Revenue 7 % 9 % 7 % 10 % Total delivery costs decreased by $2.7 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Delivery costs excluding stock-based compensation, separation costs, and reduction in force decreased by $2.2 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by a decrease of $1.4 million in data storage expense and $0.8 million in staff expense. Total delivery costs decreased by $5.9 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Delivery costs excluding stock-based compensation, separation costs, and reduction in force decreased by $5.2 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by a decrease of $3.3 million in data storage expense and $1.9 million in staff expense. 31 Table of Contents Sales and Marketing Expense Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Sales and marketing expense excluding stock-based compensation expense and separation costs and reduction in force $ 6,264 $ 7,574 $ (1,310) (17) % $ 12,317 $ 16,350 $ (4,033) (25) % Plus: Stock-based compensation expense 341 738 (397) (54) 1,049 2,343 (1,294) (55) Separation costs and reduction in force — 631 (631) n/a — 631 (631) n/a Total sales and marketing expense $ 6,605 $ 8,943 $ (2,338) (26) % $ 13,366 $ 19,324 $ (5,958) (31) % % of Revenue 18 % 15 % 19 % 17 % Total sales and marketing expense decreased by $2.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Sales and marketing expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $1.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily due to a decrease of $1.1 million in staff expenses, $0.1 million in advertising expense, and $0.1 million in other administrative expense. Total sales and marketing expense decreased by $6.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Sales and marketing expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $4.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to a decrease of $3.8 million in staff expenses, $0.2 million in marketing expense, and $0.1 million in other administrative expenses, partially offset by a $0.1 million increase in travel and entertainment expense. Research and Development Expense Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Research and development expense excluding stock-based compensation expense and separation costs and reduction in force $ 4,917 $ 6,573 $ (1,656) (25) % $ 9,354 $ 14,051 $ (4,697) (33) % Plus: Stock-based compensation expense 384 2,933 (2,549) (87) 2,377 5,733 (3,356) (59) Separation costs and reduction in force 239 361 (122) (34) 239 361 (122) (34) Total research and development expense $ 5,540 $ 9,867 $ (4,327) (44) % $ 11,970 $ 20,145 $ (8,175) (41) % % of Revenue 15 % 17 % 17 % 18 % Total research and development expense decreased by $4.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Research and development expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $1.7 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a decrease of $2.4 million in staff expenses, partially offset by a $0.7 million increase in data storage and software license expense. Total research and development expense decreased by $8.2 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Research and development expenses excluding stock-based compensation, separation costs, and reduction in force decreased by $4.7 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to a decrease of $4.8 million in staff expenses and a $0.2 million decrease in professional fees, partially offset by a $0.3 million increase in data storage and software license expense. 32 Table of Contents General and Administrative Expense Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % General and administrative expense excluding stock-based compensation expense and separation costs and reduction in force $ 5,843 $ 9,448 $ (3,605) (38) % $ 12,532 $ 19,329 $ (6,797) (35) % Plus: Stock-based compensation expense 1,524 2,554 (1,030) (40) 3,116 5,616 (2,500) (45) Separation costs and reduction in force 488 236 252 107 488 236 252 107 Total general and administrative expense $ 7,855 $ 12,238 $ (4,383) (36) % $ 16,136 $ 25,181 $ (9,045) (36) % % of Revenue 21 % 21 % 23 % 22 % Total general and administrative expense decreased by $4.4 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. General and administrative expense excluding stock-based compensation, separation costs, and reduction in force decreased by $3.6 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to reductions of $1.4 million in staff expense, $1.1 million in other administrative expense, $0.3 million in facilities expense, $0.3 million in IT expense, $0.3 million in professional fees, and $0.2 million in travel and entertainment fees. Total general and administrative expense decreased by $9.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. General and administrative expense excluding stock-based compensation, separation costs, and reduction in force decreased by $6.8 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to reductions of $2.6 million in staff expense, $1.6 million in other administrative expense, $0.8 million in professional fees, $0.6 million in facilities expense, $0.5 million in IT expense, $0.3 million in travel and entertainment expense, and $0.4 million in tax expense. Stock-based Compensation Expense The following table summarizes the allocation of stock-based compensation in the condensed consolidated statements of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Delivery costs $ 106 $ 381 $ (275) (72) % $ 374 $ 854 $ (480) (56) % Sales and marketing expense 341 738 (397) (54) 1,049 2,343 (1,294) (55) Research and development expense 384 2,933 (2,549) (87) 2,377 5,733 (3,356) (59) General and administrative expense 1,524 2,554 (1,030) (40) 3,116 5,616 (2,500) (45) Discontinued Operations — 895 (895) n/a 267 1,649 (1,382) (84) Total stock-based compensation expense $ 2,355 $ 7,501 $ (5,146) (69) % $ 7,183 $ 16,195 $ (9,012) (56) % % of Revenue 6 % 13 % 10 % 14 % Stock-based compensation expense decreased by $5.1 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by higher forfeitures due to a reduction in headcount as a result of the reductions in force that occurred during 2025. Refer to Note 8—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense. Stock-based compensation expense decreased by $9.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by higher forfeitures due to a reduction in headcount as a result of the reductions in force that occurred during 2025. Refer to Note 8—Stock-based Compensation to our consolidated financial statements for additional information regarding the change in stock compensation expense. 33 Table of Contents Separation Costs and Reduction in Force Separation costs and reduction in force include one-time severance and related expenses. Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Delivery costs $ — $ 246 $ (246) n/a $ — $ 246 $ (246) n/a Sales and marketing expense — 631 (631) n/a — 631 (631) n/a Research and development expense 239 361 (122) (34) 239 361 (122) (34) General and administrative expense 488 236 252 107 488 236 252 107 Total separation costs and reduction in force $ 727 $ 1,474 $ (747) (51) % $ 727 $ 1,474 $ (747) (51) % % of Revenue 2 % 3 % 1 % 1 % Divestiture costs Divestiture costs primarily represent legal and other professional fees. Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Divestiture costs $ — $ 200 $ (200) n/a $ — $ (5,150) $ 5,150 n/a % of Revenue — % — % — % (4) % During the six months ended June 30, 2025, we realized an expense of $5.2 million primarily due to the decommissioning of the Dosh app, a consumer facing cashback mobile application, operated by Dosh Holding LLC on February 28, 2025. Refer to Note 1—Overview of Business and Basis of Presentation for more information. Depreciation and Amortization Expense Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Depreciation and amortization expense $ 4,061 $ 4,243 $ (182) (4) % $ 8,004 $ 8,591 $ (587) (7) % % of Revenue 11 % 7 % 11 % 8 % Depreciation and amortization expense decreased by $0.2 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to a decrease in fixed assets. Depreciation and amortization expense decreased by $0.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to a decrease in fixed assets. Interest Expense, Net Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Interest expense $ (2,464) $ (2,369) $ (95) 4 % $ (5,260) $ (4,745) $ (515) 11 % Interest income 183 426 (243) (57) 446 972 (526) (54) Interest expense, net $ (2,281) $ (1,943) $ (338) 17 % $ (4,814) $ (3,773) $ (1,041) 28 % % of Revenue (6) % (3) % (7) % (3) % Interest expense, net increased by $0.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily driven by higher average borrowings under our 2018 Line of Credit prior to the April 2026 repayment, as well as a decrease in interest income. 34 Table of Contents Interest expense, net increased by $1.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily driven by higher average borrowings under our 2018 Line of Credit prior to the April 2026 repayment, as well as a decrease in interest income. Foreign Currency Gain (Loss) Three Months Ended June 30, Change Six Months Ended June 30, Change in thousands 2026 2025 $ % 2026 2025 $ % Foreign currency gain (loss) $ 165 $ 5,449 $ (5,284) (97) $ (1,541) $ 8,076 $ (9,617) (119) % % of Revenue — % 9 % (2) % 7 % Foreign currency gain (loss) was a gain of $0.2 million during the three months ended June 30, 2026 compared to a gain of $5.4 million during the three months ended June 30, 2025, primarily due to the fluctuations in the value of the British pound relative to the U.S. dollar. Foreign currency gain (loss) was a loss of $1.5 million during the six months ended June 30, 2026 compared to a gain of $8.1 million during the six months ended June 30, 2025, primarily due to the fluctuations in the value of the British pound relative to the U.S. dollar. Liquidity and Capital Resources The following table summarizes our cash and cash equivalents, working capital, accounts receivable and contract assets, net and unused available borrowings: in thousands June 30, 2026 December 31, 2025 Cash and cash equivalents $ 28,039 $ 48,719 Working capital(1) 38,721 58,889 Accounts receivable and contract assets, net 67,644 82,458 Unused available borrowings(2) 20,683 8,458 (1)We define working capital as current assets less current liabilities. See our condensed consolidated financial statements for further details regarding our current assets and current liabilities. (2)As part of our amended and restated Loan and Security Agreement, we are required to maintain a minimum unrestricted cash of $20.0 million in demand deposit accounts. Our cash and cash equivalents are available for working capital purposes. We do not enter into investments for trading purposes, and our investment policy is to invest any excess cash in short-term, highly liquid investments that limit the risk of principal loss. Currently, a significant portion of our cash and cash equivalents are held in fully FDIC-insured money market accounts and demand deposit accounts. As of June 30, 2026, our money market account earned approximately a 4.1% annual rate of interest. As of June 30, 2026, $5.5 million of our cash and cash equivalents were in the United Kingdom. However, our investment in Cardlytics U.K. Limited is not considered indefinitely invested. Through June 30, 2026, we have incurred accumulated net losses of $1.4 billion since inception, including net loss of $14.9 million for the three months ended June 30, 2026. We have historically financed our operations and capital expenditures through convertible note financings, private placements of our redeemable convertible preferred stock, public offerings of our common stock as well as lines of credit. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, our merger and acquisition efforts, the continued expansion of sales and marketing activities, the enhancement of our platforms, the introduction of new solutions, the continued market acceptance of our solutions and the extent of the impact of macroeconomic events on the global economy. We expect to incur additional operating losses in the near term as we continue our efforts to grow our business and may require additional capital resources to continue to grow our business. We believe that we have sufficient liquidity to fund our operations and capital requirements for at least the next 12 months and in the long-term following the date our consolidated financial statements were issued. However, if our access to capital is restricted or our borrowing costs increase, our operations and financial condition could be materially and adversely impacted. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. 35 Table of Contents Material Cash Requirements During the six months ended June 30, 2026, we entered into a new five-year cloud hosting agreement, replacing the existing three-year agreement. The new terms establish a year-one guaranteed aggregate spend of $10.0 million, escalating by $0.5 million annually thereafter. As a result of entering into the new agreement, we reversed the previously recognized $0.8 million expense that had been accrued as of December 31, 2025. For additional information, refer to Note 10—Commitments and Contingencies. Sources of Funds 2024 Convertible Senior Notes On April 1, 2024, we issued $172.5 million principal amount of our 4.25% Convertible Senior Notes due in 2029 (the "2024 Convertible Senior Notes" or the "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 2024 Convertible Senior Notes. The net proceeds from the 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, between us and U.S. Bank Trust Company, National Association, as trustee. We used approximately $169.3 million of net proceeds from the offering and cash on hand to repurchase for cash approximately $183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes, together with accrued and unpaid interest, in privately negotiated transactions below par and entered into concurrently with the pricing of the offering through one of the initial purchasers or one of its affiliates, as our agents. 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. During the six months ended June 30, 2026, we had $5.0 million in borrowings and $30.1 million in repayments on the 2018 Line of Credit, including $20.1 million repaid in April 2026 using proceeds from the sale of PAR common stock, resulting in net repayments of $25.1 million. As of June 30, 2026, we had net borrowings of $15.0 million under the 2018 Line of Credit with $20.7 million of unused available borrowings. During the three months ended June 30, 2026 and 2025, we incurred $0.3 million and $0.1 million of interest expense associated with the 2018 Loan Facility, respectively. During the six months ended June 30, 2026 and 2025, we incurred $0.9 million and $0.1 million of interest expense associated with the 2018 Loan Facility, respectively. We are in compliance with all financial covenants as of June 30, 2026. Uses of Funds Our collection cycles can vary from period to period based on the payment practices of our marketers and their agencies. We are generally obligated to pay Consumer Incentives between one and four months following redemption, regardless of whether we have collected payment from a marketer or its agency. We are generally obligated to pay our FI partners' Partner Share by the end of the month following our collection of payment from the applicable marketer or its agency. As a result, timing of cash receipts from our marketers can significantly impact our operating cash flows for any period. Further, the timing of payment of commitments and implementation fees to our FI partners may also result in variability of our operating cash flows for any period. Our operating cash flows also vary from quarter to quarter due to the seasonal nature of our marketers’ advertising spending. Many marketers tend to devote a significant portion of their marketing budgets to the fourth quarter of the calendar year to coincide with consumer holiday spending and reduce marketing spend in the first quarter of the calendar year. Any lag between the timing of our payment of Consumer Incentives and our receipt of payment from marketers and their agencies can exacerbate our need for working capital during the first quarter of the calendar year. 36 Table of Contents The following table summarizes our cash flows for the periods presented: Six Months Ended June 30, in thousands 2026 2025 Net cash used in operating activities $ (14,239) $ (5,481) Net cash provided by (used in) investing activities $ 18,620 $ (8,561) Net cash used in financing activities $ (25,100) $ (5,093) Operating Activities Operating activities used $14.2 million of cash during the six months ended June 30, 2026, compared to $5.5 million during the six months ended June 30, 2025. The increase in cash used was primarily driven by movement in the net working capital accounts, including a $10.3 million decrease in our Consumer Incentive liability and a $6.3 million decrease in our Partner Share liability, partially offset by a $13.2 million decrease in accounts receivable and contract assets. Investing Activities The increase was primarily driven by $23.0 million in proceeds from the sale of PAR Technology common stock received as consideration for the Bridg Sale, which was completed in the first quarter of 2026. Additionally, this was partially offset by funds used for the purchases of technology hardware and capitalization of costs to develop internal-use software. Financing Activities Financing activities used $25.1 million of cash during the six months ended June 30, 2026, which consisted of $30.1 million in repayments against the 2018 Line of Credit, including $20.1 million repaid using proceeds from the sale of PAR common stock in April 2026, partially offset by $5.0 million in borrowings on the 2018 Line of Credit in March 2026. Financing activities used $5.1 million of cash during the six months ended June 30, 2025, which consisted of cash paid pursuant to the Settlement Agreement with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement. Critical Accounting Estimates Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. We believe that the assumptions and estimates associated with capitalized software development costs including determining if a project is eligible for capitalization, determining whether the incurred costs are directly associated with the project, evaluating the current stage of the project’s development, and determining its fair value as part of our long-lived asset impairment analysis, the assumptions used in the valuation models to determine the fair value of equity awards and stock-based compensation expense, the assumptions used both in the initial valuation and ongoing impairment analysis of goodwill and the assumptions required in determining any valuation allowance recorded against deferred tax assets have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ materially from these estimates. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.