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STOCK-BASED COMPENSATION | 6 Months Ended
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Jun. 30, 2026
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Effective June 5, 2026, we effected a 1-for-10 reverse stock split of its common stock. All share and per share amounts in this note have been retrospectively adjusted for all periods presented to reflect the reverse stock split. Refer to Note 1—Overview of Business and Basis of Presentation for further details. 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 1,572,290 shares, which is the sum of (i) 1,000,000 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 June 30, 2026, there were 376,001 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 150,000 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 35,000 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 80,000 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 250,000 shares of our common stock. As of June 30, 2026, there were 109,032 shares available under the 2022 Inducement Plan. The following table summarizes the allocation of stock-based compensation in the condensed consolidated statements of operations (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30, |  |
| 2026 |  | 2025 |  | 2026 |  | 2025 |  |  |  |
Delivery costs | $ | 106 |  |  | $ | 381 |  |  | $ | 374 |  |  | $ | 854 |  |  |  |  |
Sales and marketing expense | 341 |  |  | 738 |  |  | 1,049 |  |  | 2,343 |  |  |  |  |
Research and development expense | 384 |  |  | 2,933 |  |  | 2,377 |  |  | 5,733 |  |  |  |  |
General and administrative expense | 1,524 |  |  | 2,554 |  |  | 3,116 |  |  | 5,616 |  |  |  |  |
Discontinued operations | — |  |  | 895 |  |  | 267 |  |  | 1,649 |  |  |  |  |
Total stock-based compensation expense | $ | 2,355 |  |  | $ | 7,501 |  |  | $ | 7,183 |  |  | $ | 16,195 |  |  |  |  |
The following discussion of our stock-based compensation awards includes awards related to continuing and discontinued operations. During the six months ended June 30, 2026 and 2025, we capitalized $1.3 million and $1.9 million of stock-based compensation expense for software development, respectively. 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 |  | Weighted-Average Remaining Contractual Term (in years) |  | Unamortized Compensation Costs (in thousands)
Unvested — December 31, 2025 | 779 |  |  | $ | 31.50 |  |  | 0.76 |  | $ | 13,374 |
Granted | 635 |  |  | 9.50 |  |  |  |  |
Vested | (344) |  |  | 38.76 |  |  |  |  |
Forfeited | (154) |  |  | 31.47 |  |  |  |  |
Unvested — June 30, 2026 | 916 |  |  | $ | 13.49 |  |  | 1.18 |  | $ | 7,671 |
Service-based RSUs During the six months ended June 30, 2026, we granted 635,237 RSUs to employees and non-employee directors, which have vesting periods ranging from vesting immediately to vesting in four years. Subsequent to June 30, 2026, we granted 60,320 RSUs to employees, which have vesting periods ranging from two to four years. The unamortized stock-based compensation expense related to all RSUs granted subsequent to June 30, 2026 was $0.2 million. Performance-based RSUs In June 2025 and March 2025, we granted 44,250 and 9,563 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. In July 2022, we granted 10,099 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. The 2022 Bridg PSU shares were forfeited with the Bridg Sale. In March 2022 and August 2022, we granted 26,920 and 2,525 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. The third tranche shares were forfeited with the Bridg Sale. In September 2021, we granted 667 PSUs which have the same unmet revenue target vesting condition of the 2021 PSUs and 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 11,024 performance-based restricted stock units ("2021 PSUs") consisting of two tranches. The first tranche consists of 5,512 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 5,512 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. Employee Stock Purchase Plan Our 2018 Employee Stock Purchase Plan ("2018 ESPP") enables eligible employees to purchase shares of our common stock at a discount. Purchases are accomplished through participation in discrete offering periods. On each purchase date, participating employees 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. As of June 30, 2026, 100,168 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, which began on January 1, 2019 and will continue 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) 50,000 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 50,000 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. During the three months ended June 30, 2026, we issued 12,243 shares under the 2018 ESPP.

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