Form 8-K

8-K — Cardlytics, Inc.

Accession: 0001628280-26-032076

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001666071

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cdlx-20260507.htm (Primary)

EX-99.1 (cdlx_form8-kx2026q1xex991.htm)

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8-K

8-K (Primary)

Filename: cdlx-20260507.htm · Sequence: 1

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0001666071false00016660712026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

CARDLYTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-38386 26-3039436

(State or other jurisdiction of

incorporation or organization) (Commission

File Number) (I.R.S. Employer

Identification No.)

675 Ponce de Leon Avenue NE, Suite 4100 Atlanta Georgia 30308

(Address of principal executive offices, including zip code)

(888) 798-5802

(Registrant's telephone, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class Trading symbol Name of each exchange on which registered

Common Stock CDLX The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 7, 2026, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Exhibit Description

99.1

Press release dated May 7,2026

104

The cover page from Cardlytics, Inc.’s Form 8-K filed on May 7, 2026, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Cardlytics, Inc.

Date: May 7, 2026 By: /s/ David Evans

David Evans

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-99.1

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Document

Exhibit 99.1

Cardlytics First Quarter 2026 Financial Results Driven By Strong Operational Performance

•Company delivers strong first quarter results:

◦Revenues from continuing operations $34.3 million; additional $4.2 million from Bridg discontinued operations

◦Billings from continuing operations of $58.1 million; additional $4.2 million from Bridg discontinued operations

◦Adjusted Contribution from continuing operations of $19.7 million; additional $3.6 million from Bridg discontinued operations

•Successfully completed the divestiture of Bridg on March 24, 2026

•Subsequently liquidated PAR shares, further bolstering the balance sheet

Atlanta, GA – May 7, 2026 – Cardlytics, Inc. (NASDAQ: CDLX), a commerce media platform, today announced financial results for the first quarter ended March 31, 2026.

"The first quarter of 2026 marks a definitive shift from stabilization to execution. By exceeding the midpoint of our guidance range across all key metrics, we have demonstrated that our leaner, more disciplined operating model is delivering real results," said Amit Gupta, CEO of Cardlytics. "While we navigated the anticipated shift in our banking mix, our ability to drive high-intent commerce for our advertisers remains our core competitive advantage. We have a clear and focused path to drive long-term value for our shareholders."

"We continue to execute against our game plan for achieving sequential growth and self sustainability throughout 2026,” said David Evans, CFO of Cardlytics.

First Quarter 2026 Financial Results

•Revenue was $34.3 million, a decrease of 39% year-over-year compared to $56.4 million in the first quarter of 2025.

•Billings, a non-GAAP metric, was $58.1 million, a decrease of 37% year-over-year compared to $92.1 million in the first quarter of 2025.

•Adjusted Contribution, a non-GAAP metric, was $19.7 million, a decrease of 28% year-over-year compared to $27.3 million in the first quarter of 2025.

•Net Loss was $(4.5) million, or $(0.08) per diluted share, based on 54.9 million fully diluted weighted-average common shares, compared to a Net Loss of $(13.3) million, or $(0.26) per diluted share, based on 51.9 million fully diluted weighted-average common shares in the first quarter of 2025.

•Adjusted EBITDA, a non-GAAP metric, was $0.2 million compared to $(4.1) million in the first quarter of 2025.

•Adjusted Net Loss was $(6.2) million, or $(0.11) per diluted share, based on 54.9 million fully diluted weighted-average common shares, compared to Adjusted Net Loss of $(10.3) million, or $(0.20) per diluted share, based on 51.9 million fully diluted weighted-average common shares in the first quarter of 2025.

•Net cash used by operating activities was $(5.6) million, compared to $(6.7) million in the first quarter of 2025.

•Free Cash Flow, a non-GAAP metric, was $(7.9) million, compared to $(10.8) million in the first quarter of 2025.

Key Metrics

•Cardlytics monthly qualified users ("MQUs") were 197.0 million, a decrease of 8% year-over-year, compared to 214.9 million in the first quarter of 2025.

•Cardlytics adjusted contribution per user ("ACPU") was $0.10 compared to $0.13 in the first quarter of 2025.

Definitions of MQUs and ACPU are included below under the caption “Other Performance Metrics."

CARDLYTICS, INC.

SUMMARY OF GAAP AND NON-GAAP RESULTS (UNAUDITED)

(Dollars in thousands)

Three Months Ended

March 31,

2026 2025 Change %

Billings(1)(2)

$ 58,146 $ 92,115 (37) %

Consumer Incentives(2)

23,827 35,680 (33) %

Revenue(2)

34,319 56,435 (39) %

Partner Share and other third-party costs(2)

14,597 29,104 (50) %

Adjusted Contribution(1)(2)

19,722 27,331 (28) %

Delivery costs(2)

2,581 5,786 (55) %

Gross Profit(2)

$ 17,141 $ 21,545 (20) %

Net Loss(2)

$ (4,480) $ (13,282) 66 %

Adjusted EBITDA(1)(2)

$ 230 $ (4,119) 106 %

Adjusted Contribution

% of Billings 33.9 % 29.7 %

% of Revenue 57.5 % 48.4 %

Adjusted EBITDA

% of Billings 0.4 % (4.5) %

% of Revenue 0.7 % (7.3) %

(1)Billings, Adjusted Contribution and Adjusted EBITDA are non-GAAP measures. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are presented below under the headings "Reconciliation of GAAP Revenue to Billings," "Reconciliation of GAAP Gross Profit to Adjusted Contribution" and "Reconciliation of GAAP Net Loss to Adjusted EBITDA." In addition, reconciliations of Bridg discontinued operations Billings and Adjusted Contribution to the most comparable GAAP measures are presented below under the heading “Reconciliation of Bridg Revenue and Gross Profit to Billings, Adjusted Contribution and Income (Loss) from Discontinued Operations”.

(2)Revenues, Consumer Incentives, Billings, Gross Profit, Adjusted Contribution, Net Loss and Adjusted EBITDA reflect the effects of disposed businesses through the respective disposal dates. Reconciliations of these non-GAAP measures to the most comparable GAAP measures are presented below under the headings "Reconciliation of GAAP Revenue to Billings," "Reconciliation of GAAP Gross Profit to Adjusted Contribution" and "Reconciliation of GAAP Net Loss to Adjusted EBITDA."

Second Quarter 2026 Financial Expectations

Cardlytics anticipates Billings, Revenue, Adjusted Contribution and Adjusted EBITDA to be in the following ranges (in millions, except for percentage change rates):

Q2 2026 Guidance YoY Change

Billings(1)

$61.0 - $67.0 (38%) - (32%)

Revenue $35.0 - $40.0 (40%) - (31%)

Adjusted Contribution(2)

$20.0 - $23.0 (36%) - (27%)

Adjusted EBITDA(2)

($2.7) - $1.3 ($5.7) - ($1.7)

(1)A reconciliation of Billings to GAAP Revenue on a forward-looking basis is presented below under the heading "Reconciliation of Forecasted GAAP Revenue to Billings."

(2)A reconciliation of Adjusted Contribution to GAAP Gross Profit and a reconciliation of Adjusted EBITDA to Net Loss on a forward-looking basis is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the items excluded from this non-GAAP measure.

Earnings Teleconference Information

Cardlytics will discuss its first quarter 2026 financial results during a live audio webcast today, May 7, 2026, at 5:00 PM ET / 2:00 PM PT. Following the completion of the call, a recorded replay of the webcast will be available on Cardlytics’ website.

About Cardlytics

Cardlytics (NASDAQ: CDLX) is a commerce media platform, powered by our publishers’ first-party purchase data, that makes commerce smarter and more rewarding for everyone. We offer a range of solutions to help advertisers and publishers grow and strengthen customer loyalty. With visibility into approximately half of all card-based transactions in the U.S. and a quarter in the U.K., Cardlytics enables advertisers to engage consumers at scale and drive incremental sales through our industry-leading card-linked offer network. Publisher partners can enhance their platforms with relevant and personalized offers that improve the shopping experience for their customers. Learn more at www.cardlytics.com or follow us on LinkedIn.

Cautionary Language Concerning Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements related to driving long-term value for shareholders and our financial guidance for the second quarter of 2026. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," or variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.

Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: risks related to unfavorable conditions, including, but not limited to, inflationary pressure or the imposition of tariffs and other trade protection measures, in the global economy and the industries that we serve; our quarterly operating results have fluctuated and may continue to vary from period to period; our ability to sustain our revenue growth and billings; risks related to our substantial dependence on our Cardlytics platform; risks related to our substantial dependence on JPMorgan Chase Bank, National Association (“Chase”), Wells Fargo Bank, National Association (“Wells Fargo”) and a limited number of other financial institution (“FI”) partners; risks related to our ability to maintain relationships with Chase and Wells Fargo; the amount and timing of budgets by marketers, which are affected by budget cycles, economic conditions and other factors; our ability to generate sufficient revenue to offset contractual commitments to FI partners; our ability to attract new partners, including FI partners, and maintain relationships with bank processors and digital banking providers; risks related to our competitive market, including our ability to compete successfully with our current or future competitors; our ability to maintain relationships with marketers; our ability to adapt to changing market conditions, including our ability to adapt to changes in consumer habits, negotiate fee arrangements with new and existing partners and retailers, and develop and launch new services and features; and other risks detailed in the “Risk Factors” section of our Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026 and in subsequent periodic reports that we file with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results.

The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Divestitures and Presentation

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 PAR’s common stock as consideration for the Bridg Sale.

The results of Bridg business are presented as discontinued operations in the accompanying Condensed Consolidated Statements of Operations for all periods presented. The assets and liabilities of Bridg business have been reflected as assets and liabilities of discontinued operations in the accompanying Condensed Consolidated Balance Sheets for all prior periods presented. The Company ceased depreciating and amortizing its long-lived assets for the Bridg business which primarily included acquired intangibles assets, capitalized software, and right-of-use assets as of the held for sale date, during the three months ended March 31, 2026. Our consolidated statements of cash flows includes cash flows from discontinued operations for all periods presented.

Non-GAAP Measures and Other Performance Metrics

To supplement the financial measures presented in our press release and related conference call or webcast in accordance with generally accepted accounting principles in the United States (“GAAP”), we also present the following non-GAAP measures of financial performance in this press release: Billings, Adjusted Contribution, Adjusted EBITDA, Adjusted Net Loss, Adjusted Net Loss per share and Free Cash Flow, as well as certain other performance metrics, such as MQUs and ACPU.

A “non-GAAP financial measure” refers to a numerical measure of our historical or future financial performance or financial position that is included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in our financial statements. We provide certain non-GAAP measures as additional information relating to our operating results as a complement to results provided in accordance with GAAP. The non-GAAP financial information presented herein should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP and should not be considered a measure of liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare our performance to that of other companies.

We have presented Billings, Adjusted Contribution, Adjusted EBITDA, Adjusted Net Loss and Adjusted Net Loss per share as non-GAAP financial measures in this press release. Billings represents the gross amount billed to customers and marketers for services in order to generate revenue. Cardlytics platform Billings is recognized gross of both Consumer Incentives and Partner Share. Cardlytics platform GAAP Revenue is recognized net of Consumer Incentives and gross of Partner Share. Bridg platform Billings is the same as Bridg platform GAAP Revenue. 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 platforms 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 the financial performance as it reflects the dollars we keep after all of our partners are paid. Adjusted EBITDA represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense continuing operations; foreign currency loss (gain); loss on investment; change in contingent consideration and Income (loss) 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; reduction in force and deferred implementation costs. Adjusted Net Loss as our Net Loss before stock-based compensation expense continuing operations; foreign currency loss (gain); loss on investment; gain on divestiture; change in contingent consideration; and, in applicable periods, certain other income and expense items, such as impairment of goodwill, gain on debt extinguishment and intangible assets, reduction in force and income tax benefit. We define Adjusted Net Loss per share as Adjusted Net Loss divided by our weighted-average common shares outstanding, diluted. We define Free Cash Flow as net cash used in operating activities, plus acquisition of property and equipment and capitalized software development costs and, in applicable periods, acquisition of patents. 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.

We believe the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are either not part of our core operations or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance.

We define MQUs as targetable customers that have made a transaction using their account with an FI Partner or non-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 platform's ability to drive engagement and is reflective of the consumer base and insights that we offer to marketers. We define ACPU as the Cardlytics 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 platform's efficiency in converting marketer budgets into the value generated by customer engagement.

CARDLYTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in thousands, except par value amounts)

March 31, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 35,673 $ 48,719

Marketable securities 24,130 —

Accounts receivable and contract assets, net 63,076 82,458

Other receivables 2,674 2,474

Prepaid expenses and other assets 2,966 3,213

Current assets of discontinued operations — 415

Total current assets 128,519 137,279

Long-term assets:

Property and equipment, net 1,743 1,931

Right-of-use assets under operating leases, net 4,403 4,723

Goodwill 110,305 110,305

Capitalized software development costs, net 17,779 19,005

Other long-term assets, net 1,160 1,235

Noncurrent assets of discontinued operations — 11,163

Total assets $ 263,909 $ 285,641

Liabilities and stockholders' equity

Current liabilities:

Accounts payable $ 2,600 $ 2,655

Accrued liabilities:

Accrued compensation 4,572 6,038

Accrued expenses 9,918 7,125

Partner Share liability 17,470 24,792

Consumer Incentive liability 20,586 32,144

Deferred revenue and other liabilities 2,738 2,541

Current operating lease liabilities 1,467 1,438

Current liabilities of discontinued operations — 1,657

Total current liabilities $ 59,351 $ 78,390

Long-term liabilities:

Convertible senior notes, net $ 169,131 $ 168,850

Lines of credit 35,070 40,070

Long-term operating lease liabilities 4,360 4,748

Long-term liabilities of discontinued operations — 91

Total liabilities $ 267,912 $ 292,149

Stockholders’ deficit:

Common stock, $0.0001 par value—100,000 shares authorized and 55,071 and 54,514 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. $ 10 $ 10

Additional paid-in capital 1,405,063 1,399,542

Accumulated other comprehensive loss (532) (1,996)

Accumulated deficit (1,408,544) (1,404,064)

Total stockholders’ deficit (4,003) (6,508)

Total liabilities and stockholders’ deficit $ 263,909 $ 285,641

CARDLYTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands, except per share amounts)

Three Months Ended

March 31,

2026 2025

Revenue $ 34,319 $ 56,435

Costs and expenses:

Partner Share and other third-party costs 14,597 29,104

Delivery costs 2,581 5,786

Sales and marketing expense 6,761 10,382

Research and development expense 6,430 10,278

General and administrative expense 8,281 12,943

Change in contingent consideration — 60

Gain on divestiture — (5,350)

Depreciation and amortization expense 3,943 4,347

Total costs and expenses 42,593 67,550

Operating loss (8,274) (11,115)

Other income (expense):

Interest expense, net (2,533) (1,830)

Loss on investment

(1,285) —

Foreign currency (loss) gain (1,706) 2,627

Total other income (expense) (5,524) 797

Loss before income taxes from continuing operations (13,798) (10,318)

Income tax benefit — —

Loss from continuing operations (13,798) (10,318)

Income (loss) from discontinued operations 9,318 (2,964)

Net loss $ (4,480) $ (13,282)

Net (loss) income per share, basic and diluted:

Continuing operations $ (0.25) $ (0.20)

Discontinued operations $ 0.17 $ (0.06)

Weighted-average common shares outstanding, basic and diluted 54,896 51,863

CARDLYTICS, INC.

STOCK-BASED COMPENSATION EXPENSE (UNAUDITED)

(Amounts in thousands)

Three Months Ended

March 31,

2026 2025

Delivery costs $ 268 $ 473

Sales and marketing expense 708 1,605

Research and development expense 1,993 2,799

General and administrative expense 1,592 3,062

Discontinued operations

267 755

Total stock-based compensation expense $ 4,828 $ 8,694

CARDLYTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

Three Months Ended

March 31,

2026 2025

Operating activities

Net loss

$ (4,480) $ (13,282)

Adjustments to reconcile net loss to net cash used in operating activities:

Credit loss expense 335 643

Depreciation and amortization 4,418 6,291

Amortization of financing costs charged to interest expense 330 405

Amortization of right-of-use assets 322 632

Gain on divestiture

(14,543) (5,350)

Stock-based compensation expense 4,828 8,694

Change in contingent consideration — 60

Loss on investments 1,285 —

Other non-cash expense (income), net

1,764 (2,620)

Change in operating assets and liabilities:

Accounts receivable 18,316 7,536

Prepaid expenses and other assets 154 (56)

Accounts payable (167) 551

Other accrued expenses 586 1,895

Partner Share liability (7,238) (3,860)

Consumer Incentive liability (11,552) (8,245)

Net cash used in operating activities (5,642) (6,706)

Investing activities

Acquisition of property and equipment (28) (119)

Capitalized software development costs (2,276) (3,984)

Proceeds from divestiture, net of cash divested

— 200

Net cash used in investing activities (2,304) (3,903)

Financing activities

Proceeds from issuance of debt 5,000 —

Settlement of contingent consideration — (3,000)

Principal payment of debt (10,000) —

Debt issuance costs (22) (34)

Net cash used in financing activities

(5,022) (3,034)

Effect of exchange rates on cash and cash equivalents (78) 95

Net decrease in cash and cash equivalents (13,046) (13,548)

Cash and cash equivalents — Beginning of period 48,719 65,594

Cash and cash equivalents — End of period $ 35,673 $ 52,046

CARDLYTICS, INC.

RECONCILIATION OF GAAP REVENUE TO BILLINGS (UNAUDITED)

(Amounts in thousands)

Three Months Ended

March 31,

2026 2025

Revenue(1)

$ 34,319 $ 56,435

Plus:

Consumer Incentives 23,827 35,680

Billings(1)

$ 58,146 $ 92,115

(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 in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 for additional information regarding the divestiture of the Bridg business.

CARDLYTICS, INC.

RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED CONTRIBUTION (UNAUDITED)

(Amounts in thousands)

Three Months Ended

March 31,

2026 2025

Revenue(1)

$ 34,319 $ 56,435

Minus:

Partner Share and other third-party costs(1)

14,597 29,104

Delivery costs(1)(2)

2,581 5,786

Gross Profit(1)

17,141 21,545

Plus:

Delivery costs(1)(2)

2,581 5,786

Adjusted Contribution(1)

$ 19,722 $ 27,331

(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 in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 for additional information regarding the divestiture of the Bridg business.

(2)Stock-based compensation expense recognized in consolidated delivery costs totaled $0.3 million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively.

RECONCILIATION OF BRIDG REVENUE AND, GROSS PROFIT TO BILLINGS, ADJUSTED CONTRIBUTION AND INCOME (LOSS) FROM DISCONTINUED OPERATIONS (UNAUDITED)

(Amounts in thousands)

Three Months Ended

March 31,

2026 2025

Revenue(1)

$ 4,175 $ 5,463

Minus:

Partner Share and other third-party costs 589 346

Delivery costs 1,364 1,502

Gross Profit(1)

2,222 3,615

Plus:

Delivery costs 1,364 1,502

Adjusted Contribution(1)

3,586 5,117

Minus:

Delivery costs 1,364 1,502

Sales and marketing expense 929 2,372

Research and development 552 1,428

General and administrative 3,460 835

Divestiture costs 2,031 —

Gain on divestiture (14,543) —

Depreciation and amortization expense 475 1,944

Income (loss) from discontinued operations $ 9,318 $ (2,964)

(1)Bridg revenue equals billings.

CARDLYTICS, INC.

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA (UNAUDITED)

(Amounts in thousands)

Three Months Ended

March 31,

2026 2025

Net Loss $ (4,480) $ (13,282)

Plus:

Interest expense, net 2,533 1,830

Depreciation and amortization 3,943 4,347

Stock-based compensation expense continuing operations 4,561 7,939

Foreign currency loss (gain)

1,706 (2,627)

Loss on investment 1,285 —

Gain on divestiture — (5,350)

Change in contingent consideration — 60

(Income) loss from discontinued operations (9,318) 2,964

Adjusted EBITDA $ 230 $ (4,119)

CARDLYTICS, INC.

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED NET LOSS

AND ADJUSTED NET LOSS PER SHARE (UNAUDITED)

(Amounts in thousands, except per share amounts)

Three Months Ended

March 31,

2026 2025

Net Loss $ (4,480) $ (13,282)

Plus:

Stock-based compensation expense continuing operations 4,561 7,939

Foreign currency loss (gain)

1,706 (2,627)

Loss on investment 1,285 —

Gain on divestiture — (5,350)

Change in contingent consideration — 60

(Income) loss from discontinued operations, net of tax (9,318) 2,964

Adjusted Net Loss

$ (6,246) $ (10,296)

Weighted-average number of shares of common stock used in computing Adjusted Net Income (Loss) per share:

Weighted-average common shares outstanding, diluted 54,896 51,863

Adjusted Net Income (Loss) per share, diluted $ (0.11) $ (0.20)

CARDLYTICS, INC.

RECONCILIATION OF NET CASH USED IN OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)

(Amounts in thousands)

Three Months Ended

March 31,

2026 2025

Net cash used in operating activities

$ (5,642) $ (6,706)

Plus:

Acquisition of property and equipment (28) (119)

Capitalized software development costs (2,276) (3,984)

Free Cash Flow $ (7,946) $ (10,809)

CARDLYTICS, INC.

RECONCILIATION OF FORECASTED GAAP REVENUE TO BILLINGS (UNAUDITED)

(Amounts in thousands)

Q2 2026

Revenue $35.0 - $40.0

Plus:

Consumer Incentives $26.0 - 27.0

Billings $61.0 - $67.0

Contacts:

Public Relations:

pr@cardlytics.com

Investor Relations:

ir@cardlytics.com

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