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Cardlytics, Inc.

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Business Summary

Cardlytics, Inc. operates a commerce media platform designed to make commerce smarter and rewarding. The core of its business is the Cardlytics platform, a financial media network integrated into financial institution (FI) partners' digital channels, including online and mobile applications. Additionally, the company operates the Bridg platform, an identity resolution platform that uses point-of-sale (POS) data, including product-level purchase data, to enable marketers to perform analytics, targeted loyalty marketing, and measure marketing impact. The Cardlytics platform's partners are primarily FIs that provide anonymized purchase data and access to their digital banking customers, while Bridg's partners are merchant data partners providing POS data. The company leverages advanced analytics on this purchase data to help marketers reach potential buyers at scale and measure the true sales impact of their marketing spend. Cardlytics has relationships with marketers across various industries, such as everyday spend, specialty retail, restaurant, travel, and entertainment.

The company's core business model involves generating revenue by enabling marketers to deliver advertising content to FI customers through the Cardlytics platform, offering rewards funded by a portion of the fees collected from marketers. The Bridg platform generates revenue through subscriptions to its cloud-based customer data platform and related professional services like implementation and technical support. Revenue for the Cardlytics platform is reported net of Consumer Incentives and gross of Partner Share and other third-party costs, while Bridg platform revenue is recognized on a ratable basis over the contract term for subscriptions and as services are delivered for non-recurring fees. The Cardlytics platform operates under two primary pricing models: Cost per Served Sale (CPS), where a percentage of purchases from served consumers is charged, and Engagement Based Pricing, where marketers pay a fee for each purchase following a consumer's engagement with an offer.

For the fiscal year ended December 31, 2025, Cardlytics reported total revenue of $233.273 million , a decrease of 16% from $278.298 million in 2024. Gross Profit for 2025 was $104.613 million , down from $120.894 million in 2024. The gross margin was 44.8% in 2025, a slight decrease from 43.4% in 2024. Operating loss was $101.816 million in 2025, an improvement from an operating loss of $195.499 million in 2024. Net Loss for 2025 was $103.488 million , compared to a net loss of $189.304 million in 2024. Diluted EPS was $(1.95) in 2025, an improvement from $(3.91) in 2024. Adjusted EBITDA was $10.057 million in 2025, up from $2.523 million in 2024. Free Cash Flow was $(6.492) million in 2025, an improvement from $(28.122) million in 2024. Cash and cash equivalents stood at $48.719 million as of December 31, 2025, down from $65.594 million at December 31, 2024. Total debt, including convertible senior notes and the line of credit, was $208.920 million as of December 31, 2025, compared to $213.592 million as of December 31, 2024.

Year-over-year, total revenue decreased by $45.025 million , or 16% , in 2025 compared to 2024. This was driven by a $58.882 million decrease in Billings, partially offset by a $13.857 million decrease in Consumer Incentives. Cardlytics platform revenue decreased from $255.615 million in 2024 to $212.326 million in 2025, while Bridg platform revenue decreased from $22.683 million in 2024 to $20.947 million in 2025. Partner Share and other third-party costs decreased by $24.812 million , or 19% , primarily due to lower top-line billings and changes in partner mix. Delivery costs decreased by $3.932 million , or 13% , driven by a decrease in staff expense, data storage, and desktop software licenses, including a $0.9 million benefit from the employee retention tax credit. Sales and marketing expenses decreased by $13.171 million , or 25% , mainly due to a $7.2 million decrease in staff expenses, including a $2.1 million benefit from the employee retention tax credit. Research and development expenses decreased by $9.842 million , or 20% , primarily due to a $4.8 million decrease in staff expenses, including a $1.7 million benefit from the employee retention tax credit. General and administrative expenses decreased by $9.215 million , or 16% , largely due to a $4.0 million decrease in bad debt and a $0.8 million decrease in staff expenses, including a $0.6 million benefit from the employee retention tax credit. Stock-based compensation expense decreased by $12.238 million , or 30% , primarily due to higher forfeitures from a reduction in headcount. The company recognized a goodwill impairment of $49.1 million on the Cardlytics platform in the U.S. and an impairment of $9.7 million on capitalized software development costs in 2025, compared to a $117.8 million goodwill impairment on the Bridg platform and a $13.7 million impairment on developed technology intangible assets in 2024.

During 2025, Cardlytics implemented cost savings measures resulting in one-time costs of $3.8 million related to a reduction in force. The Dosh app, a consumer-facing cashback mobile application operated by Dosh Holdings LLC, was decommissioned on February 28, 2025, leading to a non-cash gain on divestiture of $4.8 million from the derecognition of the associated wallet liability. Dosh Holdings LLC was subsequently dissolved on November 13, 2025. In January 2026, the company entered into a definitive agreement to sell substantially all assets related to its Bridg platform to an affiliate of PAR Technology Corporation for a purchase consideration of up to $30.0 million in PAR Common Stock. The transaction is subject to customary closing conditions. The company also received a non-renewal notice from Bank of America in April 2025, one of its top three FI partners, with services ending on February 16, 2026. In July 2025, the Master Agreement with Chase was amended to extend its term through November 18, 2028 and update billing share, incentive, and reporting provisions.

Business Outlook

Management's specific guidance for the upcoming period is not explicitly provided in the filing. However, the company's forward-looking statements indicate expectations regarding future operations and financial position.

Cardlytics intends to grow its business with marketers by expanding sales and marketing efforts to increase its share of advertising budgets from existing marketers and attract new brands, merchants, and service providers, both directly and through advertising agencies. The company also plans to drive growth through existing FI partners by improving the effectiveness of their digital channels, increasing customer awareness, and leveraging additional customer outreach channels like email and alerts, which is expected to organically increase monthly active users. Furthermore, Cardlytics aims to expand its network of partners by integrating with new FI partners, non-bank partners, and merchant data partners, believing that each new partner increases the size of its data asset and addressable audience, thereby increasing the value of the Cardlytics platform to marketers and existing partners. The company also intends to grow the platform through integrations with other media platforms, marketing technology providers, merchant data providers, and agencies that can utilize its platforms.

Regarding operational outlook, Cardlytics expects its operating expenses to continue to increase in absolute dollars as it scales its business and expands operations, particularly in research and development and sales and marketing efforts. However, the company anticipates that delivery costs and sales and marketing expenses will decline as a percentage of revenue over time. General and administrative expenses are also expected to decrease over time as a percentage of revenue as the company focuses on processes, systems, and controls to enable internal support functions to scale. The company expects research and development expense to increase in absolute dollars as it continues to create new solutions and improve the functionality of existing ones. The company is in the process of updating its platforms and expects to continue to migrate its technology to the cloud, which is anticipated to increase delivery costs in absolute dollars.

Planned capital allocation includes continued investments in research and development to improve existing solutions and develop new ones. The company expects to continue to use cash for investing activities, primarily for purchases of technology hardware and costs to develop internal-use software. As of December 31, 2025, the company had $13.374 million in unamortized compensation costs related to unvested Restricted Stock Units (RSUs), with 7,786 thousand unvested RSUs outstanding. The number of shares reserved for issuance under the 2018 Employee Stock Purchase Plan (ESPP) automatically increased by 500,000 shares on January 1, 2026. The company does not intend to pay any cash dividends in the foreseeable future, anticipating that all future earnings will be retained for business development and general corporate purposes.

Management explicitly flagged several structural headwinds and execution risks. The company is substantially dependent on Chase, Wells Fargo, and a limited number of other FI partners, with the top three FI partners accounting for over 80% of total Partner Share paid in 2025. The loss of any significant FI partner or their reduced reliance on Cardlytics could significantly harm the business. The largest FI partner has substantially increased the number of restricted marketers, and this list is expected to expand, impacting the ability to grow marketing budgets for these advertisers. The pending sale of the Bridg platform creates unknown impacts on future business, with potential delays or cancellations of new business arrangements. The company also faces risks if it fails to identify and respond effectively to rapidly changing technology and industry needs, or if its solutions become less competitive or obsolete. The efficacy of some solutions depends on third-party data providers, and their withdrawal or failure to renew agreements could adversely affect the business.

Geographic, regulatory, and macro factors identified as constraints include unfavorable conditions in the global economy, such as inflationary pressure, tariffs, and other trade protection measures, which could limit business growth and negatively affect operating results. The U.S. government's new universal baseline tariff of 10% , plus additional country-specific tariffs, could impact the business. The company's international sales and operations, which accounted for 13.0% of revenue in 2025, subject it to risks such as fluctuations in currency exchange rates, increased management and compliance costs, and potential changes in political or economic climates. For example, a 10% lower average value of the British pound relative to the U.S. dollar during 2025 would have decreased revenue by $3.0 million . The company is also subject to stringent and evolving U.S. and foreign privacy and data security laws, rules, and contractual obligations, with non-compliance potentially leading to regulatory investigations, litigation, and significant fines. The U.S. Department of Justice's rule on Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons presents additional restrictions on certain data transactions.

Risk Factors

Cardlytics faces material risks from macroeconomic conditions, including inflationary pressure and tariffs, which could limit business growth and reduce marketer spending, as evidenced by a 16.2% revenue decrease in 2025. The company is highly dependent on a limited number of FI partners, with the top three accounting for over 80% of Partner Share in 2025, and the recent non-renewal by Bank of America highlights this concentration risk. Competitive pressures are significant in the emerging transaction-based marketing and analytics market, with potential competition from larger entities and the risk of solutions becoming obsolete if the company fails to innovate. Regulatory and intellectual property risks are substantial, including stringent and evolving data privacy and security laws like the EU GDPR and U.K. GDPR, which could lead to fines of up to 20 million euros or 4% of annual global revenue, and the U.S. Department of Justice's rule on sensitive personal data transactions. Operational risks include potential security breaches, which could disrupt operations, harm reputation, and lead to significant costs, as well as the challenges of effectively managing growth and integrating acquired businesses. The pending sale of the Bridg platform introduces uncertainty and potential delays in business arrangements. The company also faces risks related to its debt, including the need for sufficient cash flow to service its $208.920 million in total debt as of December 31, 2025, and the conditional conversion feature of the 2024 Convertible Senior Notes, which could adversely affect liquidity.

Management Priorities

Management's message to shareholders emphasizes a focus on making commerce smarter and rewarding for everyone through its commerce media platform. Key strategic priorities include growing the business with marketers by expanding sales and marketing efforts to increase share of advertising budgets from existing marketers and attract new brands. Another priority is to drive growth through existing FI partners by improving the effectiveness of their digital channels, increasing customer awareness, and leveraging additional customer outreach channels. The company also aims to expand its network of partners by integrating with new FIs, non-bank partners, and merchant data partners, believing this will increase the value of the Cardlytics platform. Furthermore, management intends to grow the platform through continued technological integrations with other complementary market participants. The overall tone suggests a commitment to innovation and scaling the business, despite acknowledging the challenges of a rapidly evolving industry and the need to manage increasing operating expenses as the company invests in its infrastructure and solutions.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 7, MD&A — Results of Operations
  2. [2] Item 7, MD&A — Results of Operations
  3. [3] Item 7, MD&A — Non-GAAP Measures and Other Performance Metrics
  4. [4] Item 7, MD&A — Non-GAAP Measures and Other Performance Metrics
  5. [5] Item 7, MD&A — Results of Operations
  6. [6] Item 7, MD&A — Results of Operations
  7. [7] Item 7, MD&A — Results of Operations
  8. [8] Item 7, MD&A — Results of Operations
  9. [9] Item 7, MD&A — Results of Operations
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Non-GAAP Measures and Other Performance Metrics
  12. [12] Item 7, MD&A — Non-GAAP Measures and Other Performance Metrics
  13. [13] Item 7, MD&A — Non-GAAP Measures and Other Performance Metrics
  14. [14] Item 7, MD&A — Non-GAAP Measures and Other Performance Metrics
  15. [15] Item 7, MD&A — Liquidity and Capital Resources
  16. [16] Item 7, MD&A — Liquidity and Capital Resources
  17. [17] Item 9, Debt and Financing Arrangements
  18. [18] Item 9, Debt and Financing Arrangements
  19. [19] Item 7, MD&A — Revenue
  20. [20] Item 7, MD&A — Revenue
  21. [21] Item 7, MD&A — Revenue
  22. [22] Item 7, MD&A — Revenue
  23. [23] Item 7, MD&A — Billings
  24. [24] Item 7, MD&A — Billings
  25. [25] Item 7, MD&A — Billings
  26. [26] Item 7, MD&A — Billings
  27. [27] Item 7, MD&A — Partner Share and Other Third-Party Costs
  28. [28] Item 7, MD&A — Partner Share and Other Third-Party Costs
  29. [29] Item 7, MD&A — Delivery Costs
  30. [30] Item 7, MD&A — Delivery Costs
  31. [31] Item 7, MD&A — Delivery Costs
  32. [32] Item 7, MD&A — Sales and Marketing Expense
  33. [33] Item 7, MD&A — Sales and Marketing Expense
  34. [34] Item 7, MD&A — Sales and Marketing Expense
  35. [35] Item 7, MD&A — Sales and Marketing Expense
  36. [36] Item 7, MD&A — Research and Development Expense
  37. [37] Item 7, MD&A — Research and Development Expense
  38. [38] Item 7, MD&A — Research and Development Expense
  39. [39] Item 7, MD&A — Research and Development Expense
  40. [40] Item 7, MD&A — General and Administrative Expense
  41. [41] Item 7, MD&A — General and Administrative Expense
  42. [42] Item 7, MD&A — General and Administrative Expense
  43. [43] Item 7, MD&A — General and Administrative Expense
  44. [44] Item 7, MD&A — General and Administrative Expense
  45. [45] Item 7, MD&A — Stock-based Compensation Expense
  46. [46] Item 7, MD&A — Stock-based Compensation Expense
  47. [47] Item 7, MD&A — Impairment of goodwill and intangible assets
  48. [48] Item 7, MD&A — Impairment of goodwill and intangible assets
  49. [49] Item 7, MD&A — Impairment of goodwill and intangible assets
  50. [50] Item 7, MD&A — Impairment of goodwill and intangible assets
  51. [51] Item 1, Business — Restructuring and Reduction of Force
  52. [52] Item 1, Business — Divestitures and Dissolutions
  53. [53] Item 16, Subsequent Events
  54. [54] Item 1, Business — Agreements with Chase
  55. [55] Item 10, Stock-Based Compensation — Restricted Stock Units
  56. [56] Item 10, Stock-Based Compensation — Restricted Stock Units
  57. [57] Item 10, Stock-Based Compensation — Employee Stock Purchase Plan
  58. [58] Item 1A, Risk Factors — We are substantially dependent on Chase, Wells Fargo and a limited number of other FI partners.
  59. [59] Item 1A, Risk Factors — 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.
  60. [60] Item 1A, Risk Factors — Our international sales and operations subject us to additional risks that can adversely affect our business, operating results and financial condition.
  61. [61] Item 7A, Qualitative and Quantitative Disclosures About Market Risk — Foreign Currency Exchange Risk
  62. [62] Item 7A, Qualitative and Quantitative Disclosures About Market Risk — Foreign Currency Exchange Risk
  63. [63] Item 1A, Risk Factors — We may not achieve or sustain revenue and billings growth in the future.
  64. [64] Item 1A, Risk Factors — We are substantially dependent on Chase, Wells Fargo and a limited number of other FI partners.
  65. [65] Item 1A, Risk Factors — We and our FI partners are subject to stringent and evolving U.S. and foreign privacy and data security laws, rules, contractual obligations, regulation, industry standards, policies and other obligations related to data privacy and security.
  66. [66] Item 9, Debt and Financing Arrangements

Analysis on 5/20/2026