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STOCK-BASED COMPENSATION (Tables) | 12 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Allocation of recognized period costs | The following table summarizes the allocation of stock-based compensation on the consolidated statements of operations (in thousands):
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Delivery costs | $ | 1,673 |  |  | $ | 2,680 |  |  | $ | 2,427 |
Sales and marketing expense | 4,611 |  |  | 10,017 |  |  | 12,624 |
Research and development expense | 10,431 |  |  | 14,957 |  |  | 16,392 |
General and administrative expense | 11,414 |  |  | 12,713 |  |  | 9,537 |
Total stock-based compensation expense | $ | 28,129 |  |  | $ | 40,367 |  |  | $ | 40,980 |
Summary of RSU activity | We grant restricted stock units ("RSUs") to certain employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs:
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share |  | Weighted-Average Remaining Contractual Term (in years) |  | Unamortized Compensation Costs (in thousands)
Unvested - December 31, 2024 | 4,507 |  |  | $ | 13.20 |  |  |  |  |
Granted | 7,950 |  |  | 2.01 |  |  |  |  |
Vested | (2,833) |  |  | 12.40 |  |  |  |  |
Forfeited | (1,838) |  |  | 8.67 |  |  |  |  |
Unvested - December 31, 2025 | 7,786 |  |  | $ | 3.15 |  |  | 0.76 |  | $ | 13,374 |
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share |  | Weighted-Average Remaining Contractual Term (in years) |  | Unamortized Compensation Costs (in thousands)
Unvested - December 31, 2023 | 5,485 |  |  | $ | 15.70 |  |  |  |  |
Granted | 4,949 |  |  | 9.65 |  |  |  |  |
Vested | (3,503) |  |  | 13.30 |  |  |  |  |
Forfeited | (2,424) |  |  | 11.47 |  |  |  |  |
Unvested - December 31, 2024 | 4,507 |  |  | $ | 13.20 |  |  | 1.20 |  | $ | 43,710 |
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share |  | Weighted-Average Remaining Contractual Term (in years) |  | Unamortized Compensation Costs (in thousands)
Unvested - December 31, 2022 | 5,956 |  |  | $ | 25.43 |  |  |  |  |
Granted | 3,560 |  |  | 7.19 |  |  |  |  |
Vested | (2,947) |  |  | 19.51 |  |  |  |  |
Forfeited/canceled | (1,084) |  |  | 31.66 |  |  |  |  |
Unvested - December 31, 2023 | 5,485 |  |  | $ | 15.70 |  |  | 2.01 |  | $ | 68,092 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | STOCK-BASED COMPENSATION On May 20, 2025, at the 2025 Annual Meeting our stockholders approved the 2025 Plan. The aggregate number of shares of our common stock that may be issued pursuant to stock awards under the 2025 Plan will not exceed 15,722,908 shares, which is the sum of (i) 10,000,000 new shares, (ii) the number of shares reserved, and remaining available for issuance, under our 2018 Equity Incentive Plan ("2018 Plan"), and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Stock Plan ("2008 Plan") or 2018 Plan that would have otherwise returned to our 2018 Plan (such as upon the expiration or termination of a stock award prior to vesting). The 2025 Plan was previously approved, subject to stockholder approval, by our Board of Directors. The 2025 Plan became effective immediately upon stockholder approval at the 2025 Annual Meeting. The 2018 Plan became effective in February 2018. Prior to the 2018 Plan, we granted awards under our 2008 Plan. Any awards granted under the 2008 Plan and the 2018 Plan remain subject to the terms of our 2008 Plan and 2018 Plan and applicable award agreements, and shares subject to awards granted under our 2008 Plan that are forfeited, canceled or expired prior to vesting become available for use under our 2025 Plan. As of December 31, 2025, there were 7,355,232 shares of our common stock reserved for issuance under our 2025 Plan. On July 18, 2022, our board of directors adopted the Cardlytics, Inc. 2022 Inducement Plan ("2022 Inducement Plan"). Our board of directors also adopted a form of stock option grant notice and agreement and a form of restricted stock unit grant notice and agreement for use with the 2022 Inducement Plan. We reserved a total of 1,500,000 shares of our Common Stock under the 2022 Inducement Plan. On January 18, 2023, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 350,000 shares of our common stock. On July 13, 2023, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 800,000 shares of our common stock. On November 6, 2024, our board of directors approved an amendment to the 2022 Inducement Plan to reserve an additional 2,500,000 shares of our common stock. As of December 31, 2025, there were 2,291,849 shares available under the 2022 Inducement Plan. The following table summarizes the allocation of stock-based compensation on the consolidated statements of operations (in thousands):
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Delivery costs | $ | 1,673 |  |  | $ | 2,680 |  |  | $ | 2,427 |
Sales and marketing expense | 4,611 |  |  | 10,017 |  |  | 12,624 |
Research and development expense | 10,431 |  |  | 14,957 |  |  | 16,392 |
General and administrative expense | 11,414 |  |  | 12,713 |  |  | 9,537 |
Total stock-based compensation expense | $ | 28,129 |  |  | $ | 40,367 |  |  | $ | 40,980 |
During 2025, 2024 and 2023, we capitalized $3.8 million, $5.0 million and $2.5 million, respectively, of stock-based compensation expense for software development. Restricted Stock Units We grant restricted stock units ("RSUs") to certain employees and our non-employee directors. The following table summarizes changes in RSUs, inclusive of performance-based RSUs:
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share |  | Weighted-Average Remaining Contractual Term (in years) |  | Unamortized Compensation Costs (in thousands)
Unvested - December 31, 2024 | 4,507 |  |  | $ | 13.20 |  |  |  |  |
Granted | 7,950 |  |  | 2.01 |  |  |  |  |
Vested | (2,833) |  |  | 12.40 |  |  |  |  |
Forfeited | (1,838) |  |  | 8.67 |  |  |  |  |
Unvested - December 31, 2025 | 7,786 |  |  | $ | 3.15 |  |  | 0.76 |  | $ | 13,374 |
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share |  | Weighted-Average Remaining Contractual Term (in years) |  | Unamortized Compensation Costs (in thousands)
Unvested - December 31, 2023 | 5,485 |  |  | $ | 15.70 |  |  |  |  |
Granted | 4,949 |  |  | 9.65 |  |  |  |  |
Vested | (3,503) |  |  | 13.30 |  |  |  |  |
Forfeited | (2,424) |  |  | 11.47 |  |  |  |  |
Unvested - December 31, 2024 | 4,507 |  |  | $ | 13.20 |  |  | 1.20 |  | $ | 43,710 |
| Shares (in thousands) |  | Weighted-Average Grant Date Fair Value Per Share |  | Weighted-Average Remaining Contractual Term (in years) |  | Unamortized Compensation Costs (in thousands)
Unvested - December 31, 2022 | 5,956 |  |  | $ | 25.43 |  |  |  |  |
Granted | 3,560 |  |  | 7.19 |  |  |  |  |
Vested | (2,947) |  |  | 19.51 |  |  |  |  |
Forfeited/canceled | (1,084) |  |  | 31.66 |  |  |  |  |
Unvested - December 31, 2023 | 5,485 |  |  | $ | 15.70 |  |  | 2.01 |  | $ | 68,092 |
Service-based Restricted Stock Units During the year ended December 31, 2025, we granted 7,949,868 RSUs to employees and non-employee directors, which have vesting periods ranging from vesting immediately to vesting in four years. Subsequent to December 31, 2025, we granted 5,614,375 RSUs to employees, which have vesting periods ranging from nine months to two years. The unamortized stock-based compensation expense related to all RSUs granted subsequent to December 31, 2025 is $5.4 million. Performance-based Restricted Stock Units In June 2025 and March 2025, we granted 442,500 and 95,625 PSUs, respectively, which will vest at the achievement of specific stock price hurdles for at least 20 consecutive trading days at market close between April 1, 2025 and April 1, 2028; provided, however, that in the event that the applicable triggering stock price is met prior to April 1, 2026, such vesting will not occur until April 1, 2026. In July 2022, we granted 100,990 PSUs which included two tranches that vest on the achievement of specific Revenue-based performance metrics ("2022 Bridg PSUs"). During the three months ended September 30, 2025 and September 30, 2024, we reassessed the likelihood of achieving the first and second tranche of the 2022 Bridg PSUs, respectively, and concluded that the achievement of each is no longer probable. As a result of the change in estimate, we reversed the previously recognized cumulative expense associated with each grant as a benefit to stock-based compensation during the period in which we deemed it no longer probable. In March 2022 and August 2022, we granted 269,202 and 25,248 performance-based restricted stock units ("2022 PSUs"), respectively, consisting of three tranches. The first two tranches each represent 25% of the grant, and each vests upon the achievement of certain milestones related to the installation of our Ad Server at our FI partners. In December 2022, the compensation committee of our Board of Directors certified that the first tranche's milestone related to the installation of our Ad Server at our FI partners had been achieved, which resulted in the immediate vesting of the first tranche representing 25% of the grant. In January 2025, the compensation committee of our Board of Directors certified that the second tranche's milestone had been achieved, which resulted in the immediate vesting of the second tranche representing 25% of the grant. Fifty percent of the third tranche vests upon the achievement of a certain number of advertisers purchasing both the Cardlytics and Bridg platforms at a target incremental Billings amount over the 2021 Billings amount, and the remaining 50% of the tranche vests six months after this target is achieved. During the year ended December 31, 2024, we reassessed the likelihood of achieving the third tranche's milestones and concluded that the achievement is no longer probable. As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with the third tranche of this grant as a benefit to stock-based compensation during the year ended December 31, 2024. In September 2021, we granted 6,667 PSUs which have the same unmet revenue target vesting condition of the 2021 PSUs and 6,667 PSUs which have the same unmet different revenue target vesting condition of the 2021 PSUs as described below. As discussed below, we concluded that the achievement of the 2021 PSUs is no longer probable and have reversed the previously recognized cumulative expense in the respective period in which the 2021 PSUs were determined to no longer be achievable. As of April 1, 2025, the 2021 PSU was forfeited as the performance condition was not met during the performance period. In April 2021, we granted 110,236 performance-based restricted stock units ("2021 PSUs") consisting of two tranches. The first tranche consists of 55,118 units that have a performance-based vesting condition based on a minimum Revenue target over a trailing 12-month period. The units in this first tranche fully vest upon achievement. The second tranche consists of 55,118 units with a performance-based vesting condition based on a different minimum Revenue target over a trailing 12-month period. Half of the units in the second tranche vest upon achievement and the remaining units vest six months after the achievement date, subject to continued service. Each performance-based vesting condition within the two tranches must be achieved within four years of the grant date and are subject to certification by the compensation committee of our Board of Directors. During the year ended December 31, 2023, we reassessed the likelihood of achieving the 2021 PSUs performance-based vesting condition and concluded that the achievement is no longer probable. As a result of the change in estimate, we have reversed the previously recognized cumulative expense associated with the 2021 PSUs since the grant date as a benefit to stock-based compensation during the year ended December 31, 2023. On April 1, 2025, the 2021 PSUs were forfeited as the performance condition was not met during the performance period. With the exception of the 2021 PSUs, the third tranche of the 2022 PSUs, the 2022 Bridg PSUs and any other PSUs tied to these vesting conditions, we believe that the achievement of all of the above referenced performance-based vesting conditions are probable before the awards' respective expiration dates. Employee Stock Purchase Plan Our board of directors adopted and our stockholders have approved our 2018 Employee Stock Purchase Plan ("2018 ESPP"). Our 2018 ESPP became effective on February 8, 2018, the date our registration statement in connection with our IPO was declared effective and enables eligible employees to purchase shares of our common stock at a discount. Purchases will be accomplished through participation in discrete offering periods. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on the first trading day of the offering period or the date of purchase. During the years ended December 31, 2025, 2024 and 2023, a total of 424,324, 520,197 and 555,915 shares of common stock were purchased by employees under the 2018 ESPP, respectively. As of December 31, 2025, 610,588 shares of common stock were reserved for issuance pursuant to our 2018 ESPP. Additionally, the number of shares of our common stock reserved for issuance under our 2018 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii) 500,000 shares of our common stock or (iii) such lesser number of shares of common stock as determined by our board of directors. Accordingly, the number of shares of our common stock reserved for issuance under our 2018 ESPP increased by 500,000 shares on January 1, 2026. Shares subject to purchase rights granted under our 2018 ESPP that terminate without having been issued in full will not reduce the number of shares available for issuance under our 2018 ESPP.

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