XML 35 R9.htm IDEA: XBRL DOCUMENT
v3.25.4

NATURE OF OPERATIONS | 12 Months Ended
--- | ---
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Cardlytics, Inc. ("we," "our," "us," the "Company," or "Cardlytics") is a Delaware corporation and was formed on June 26, 2008. We operate a commerce media platform that is designed to make commerce smarter and rewarding for everyone. At the core of our commerce media platform is the financial media network that we run within our partners' digital channels, which includes online and mobile applications (the "Cardlytics platform"). Additionally, we operate an identity resolution platform that utilizes point-of-sale ("POS") data, including product-level purchase data, to enable marketers to perform analytics and targeted loyalty marketing and also measure the impact of their marketing (the "Bridg platform"). The partners for the Cardlytics platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers. The partners for the Bridg platform are predominantly merchants ("merchant data partners") that provide us with access to their POS data, including product-level purchase data. 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 sales impact of their marketing spend. We have strong relationships with leading marketers across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment. Using our transaction data and analytics, we enable marketers to reach potential customers across our network of FI partners through their digital banking accounts and present them relevant offers to save money when they are thinking about their finances. We also operate through Cardlytics UK Limited, a wholly owned and operated subsidiary registered as a private limited company in England and Wales. CARES Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. The CARES Act provides an employee retention credit ("ERC"), which is a refundable tax credit against certain payroll taxes. During the year ended December 31, 2025, we evaluated the conditions of the ERC and determined that we were eligible during the first and second quarter of 2021. As a result, we filed amended tax forms with the IRS claiming a tax credit of $5.3 million. The amended tax form for the first quarter and second quarter of 2021 were approved and paid by the IRS, which resulted in a benefit of $5.3 million in operating expense and $0.8 million in interest income within the consolidated statement of operations during the year ended December 31, 2025. The benefit of $5.3 million in operating expense is comprised of $0.9 million in delivery costs, $2.1 million in sales and marketing expense, $1.7 million in research and development expense, and $0.6 million in general and administrative expense. Restructuring and Reduction of Force During the year ended December 31, 2025, we implemented certain cost savings measures and incurred one-time costs of $3.8 million in connection with these measures. The one-time costs of $3.8 million in operating expense is comprised of $0.7 million in delivery costs, $0.9 million in sales and marketing expense, $1.7 million in research and development expense, and $0.5 million in general and administrative expense. 2025 Equity Incentive Plan On May 20, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Cardlytics, Inc, the Company’s stockholders approved the Cardlytics, Inc. 2025 Equity Incentive Plan (the "2025 Plan"). The aggregate number of shares of the Company's common stock that may be issued pursuant to stock awards under the 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, and (iii) the number of shares subject to stock options or other stock awards granted under our 2008 Stock Plan or 2018 Equity Incentive Plan that would have otherwise returned to our 2018 Equity Incentive Plan (such as upon the expiration or termination of a stock award prior to vesting). The Plan was previously approved, subject to stockholder approval, by the Board of Directors (the "Board") of the Company. The Plan became effective immediately upon stockholder approval at the Annual Meeting. Divestitures and Dissolutions On January 23, 2026 (the “Signing Date”), the Company, PAR Technology Corporation (“PAR”) and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR (“Buyer”), entered into an asset purchase agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acquire all of the Company’s assets, properties and rights primarily related to, or primarily used in, its Bridg platform (the “Purchased Assets” and the sale by the Company thereof, the “Bridg Sale”), subject to certain exceptions. Refer to Note 16—Subsequent Events for further information about the Bridg Sale. 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, we recorded a non-cash gain on disposal or divestiture of $4.8 million primarily related to the derecognition of the wallet liability associated with the Dosh app within the consolidated statement of operations during the year ended December 31, 2025. The wallet liability associated with the Dosh app was included as part of consumer incentive liability on the consolidated balance sheet. On November 13, 2025, the Company completed the dissolution of Dosh Holdings LLC, a former wholly-owned subsidiary. On December 7, 2023, we sold and transferred substantially all of the assets of Entertainment for $6.0 million in cash, subject to a combined $1.1 million held in escrow for indemnities and sales and use taxes, as well as customary post-closing adjustments. The resulting loss on sale of $6.6 million is recorded within "(Gain)/Loss on divestiture" within the consolidated statement of operations. During the years ended December 31, 2025 and 2024, we received $0.5 million and $0.6 million of cash from escrow, respectively, and we classified the receipt of cash within investing activities within the consolidated statement of cash flows. During the year ended December 31, 2024, we also recorded a $0.1 million divestiture expense associated with the net working capital adjustment. 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") in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of the 2024 Convertible Senior Notes. Refer to Note 9—Debt and Financing Arrangements for further details. 2020 Convertible Senior Notes In April 2024, we used approximately $169.3 million of net proceeds from the 2024 Convertible Senior Notes offering and cash on hand to repurchase for cash approximately $183.9 million in aggregate principal amount of the 2020 Convertible Senior Notes. As a result of the extinguishment of the 2020 Convertible Senior Notes, we recorded a gain of $13.0 million, which is recorded as a gain on debt extinguishment on our consolidated statement of operations. In September 2025, we repaid in full at par the remaining $46.1 million aggregate principal amount of the 2020 Convertible Senior Notes. One Big Beautiful Bill Act On July 4, 2025, the One Big Beautiful Bill Act was enacted into law. The legislation did not have a material impact on our income tax expense or effective tax rate for the year ended December 31, 2025. Equity Distribution Agreement On January 29, 2024, we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission ("SEC"), which was declared effective by the SEC on February 9, 2024. This shelf registration statement, which includes a base prospectus, allows us to offer and sell up to a maximum aggregate offering amount of $100.0 million of our registered common stock, preferred stock, debt securities, warrants, or any combination of securities described in the prospectus in one or more offerings. On March 18, 2024, we entered into an equity distribution agreement (the "Equity Distribution Agreement") with Evercore Group L.L.C., BofA Securities, Inc. and Cantor Fitzgerald & Co., as sales agents, pursuant to which we may issue and sell, from time to time, shares of our common stock up to a maximum aggregate offering amount of $50.0 million in "at-the-market" offerings (the "ATM Offering Program"). On March 18, 2024, we sold 3,907,600 shares of our common stock at a weighted average price per share of $12.80, for aggregate net proceeds of $48.3 million after deducting commissions and estimated offering expenses payable by us, pursuant to the Equity Distribution Agreement and completed the ATM Offering Program. Contingent Consideration for the Acquisition of Bridg As part of our acquisition of Bridg and pursuant to the terms of the Agreement and Plan of Merger dated as of April 12, 2021, as amended (the "Merger Agreement"), we agreed to make two earnout payments: the First Anniversary Payment Amount and the Second Anniversary Payment Amount, based on the First Anniversary ARR and the Second Anniversary ARR of Bridg, respectively. As of December 31, 2023, we had paid the First Anniversary Payment consisting of $50.1 million of cash and 2,740,418 shares of our common stock to the Stockholder Representative, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits. On January 25, 2024, we entered into a settlement agreement (the "Settlement Agreement") with the Stockholder Representative to resolve all outstanding disputes related to the Merger Agreement, pursuant to which we agreed to pay $25.0 million in cash and issue 3,600,000 shares of our common stock to the Stockholder Representative, inclusive of broker fees and transaction bonuses. Pursuant to the Settlement Agreement we paid the Stockholder Representative $20.0 million in cash on January 26, 2024 and we issued 3.6 million shares of our common stock on February 1, 2024. We subsequently paid the Stockholder Representative $3.0 million in cash on January 29, 2025 and $2.0 million in cash on June 25, 2025. There are no further payments due under the Settlement Agreement as of December 31, 2025. Refer to Note 12—Fair Value Measurements for further information. On June 10, 2024, PNC Financial Services Group, Inc., which acted as the paying agent in connection with payments made in connection with the Merger Agreement and the Settlement Agreement, notified us of a balance of $5.9 million from a payment account related to the Merger Agreement and transferred the balance to us. We have recorded the $5.9 million as a gain that was realized during the quarter ended June 30, 2024. The gain is reflected as change in contingent consideration in the consolidated statements of operations.

X
- References No definition available. + Details
Name: | us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480424/946-10-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480424/946-10-50-2 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480922/205-10-S99-3 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 10 -Name Accounting Standards Codification -Section S45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481034/205-10-S45-5 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205/tableOfContent + Details
Name: | us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration