CDLX

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How CDLX rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risks Related to our Business and Industry 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.
Negative or unstable conditions in the general economy, including conditions resulting from a global or domestic recession or the fear thereof, the imposition of tariffs in the United States and abroad, fluctuations in inflation and interest rates, changes in gross domestic product growth, financial and credit market fluctuations, political turmoil and regulatory changes, natural catastrophes, lower corporate earnings, reduction in business confidence and activity, warfare, including the Russia-Ukraine war and conflict in the Middle East, and terrorist attacks on the United States, Europe, the Asia-Pacific region, or elsewhere could cause a decrease in business and consumer spending, result in reduced committed marketing budgets from our marketers, and negatively affect the growth of our business and our results of operations.
For example, in April 2025, the U.S. government announced a new universal baseline tariff of 10%, plus additional country-specific tariffs for select trading partners, on all U.S. imports.
The ultimate impact of any tariffs will depend on various factors, including how long such tariffs remain in place, the ultimate levels and application of such tariffs and the extent to which other countries impose retaliatory tariffs.
If macroeconomic conditions deteriorate or are characterized by uncertainty or volatility, marketers may curtail or freeze spending on marketing in general and for services such as ours specifically, which could have a material and adverse impact on our business, financial condition and operating results.
In addition, our business may be materially and adversely affected by weak economic conditions in the industries that we serve.
All of these industries have been negatively impacted by the imposition of tariffs, inflationary pressure and certain precautions taken to control inflationary pressure.
Factors that may impact our quarterly operating results include the factors set forth in this "Risk Factors" section, as well as the following: • our ability to attract and retain marketers and partners; • the amount and timing of revenue, operating costs and capital expenditures related to the operations and expansion of our business, particularly with respect to our efforts to attract new marketers and partners to our network; • the revenue mix generated from our operations in the U.S. and U.K.; • the revenue mix generated from the operations of Cardlytics and its subsidiaries; • decisions made by our FI partners to increase Consumer Incentives or use their Partner Share to fund their Consumer Incentives; • decisions made by our FI partners to not allow certain offers to appear in some or all of their channels; • changes in the economic prospects of marketers, the industries that we primarily serve, or the economy generally, which could alter marketers' spending priorities or budgets; • the termination or alteration of relationships with our partners in a manner that impacts ongoing or future marketing campaigns; • reputational harm; • the amount and timing of expenses required to grow our business, including the timing of our payments of Partner Share and Partner Share commitments as compared to the timing of our receipt of payments from our marketers; • changes in demand for our solutions or similar solutions; • seasonal trends in the marketing industry; • competitive market position, including changes in the pricing policies of our competitors; • exposure related to our international operations and foreign currency exchange rates, including as a result of the impact of tariffs imposed by the U.S. government; • quarantine, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease; • other events or factors, including those resulting from war, such as hostilities between Russia and Ukraine, and the current armed conflict in the Middle East, and incidents of terrorism; • expenses associated with items such as litigation, regulatory changes, cyberattacks or security breaches; • the introduction of new technologies, products or solution offerings by competitors; and • costs related to acquisitions of other businesses or technologies.
Our revenue decreased 16.2% to $233.3 million in 2025 from $278.3 million in 2024.
Our billings decreased 13.3% to $385.0 million in 2025 from $443.8 million in 2024.
If we are unable to maintain consistent revenue or achieve or maintain revenue growth or billings growth, our stock price could be volatile, and it may be difficult for us to achieve and maintain profitability.
The majority of our revenue and billings during 2025 and 2024 were derived from sales of advertising via the Cardlytics platform.
Following the closing of our sale of the Bridg business, our revenue and billings will be solely derived from the Cardlytics platform.
Accordingly, our operating results could suffer due to: • lack of continued participation by FI partners in our network, in whole or in part, or our failure to attract new FI partners; • any decline in demand for the Cardlytics platform by marketers or their agencies; • failure by our FI partners to increase engagement with our solutions within their customer bases, adopt our new technology and products, improve their customers’ user experience, increase customer awareness, leverage additional customer outreach channels like email or otherwise promote our incentive programs on their websites and mobile applications, including by making the programs difficult to access or otherwise diminishing their prominence; • our failure to offer compelling incentives to our FI partners' customers; • FI partners may elect to use their Partner Share to fund their Consumer Incentives; • the introduction by competitors of products and technologies that serve as a replacement or substitute for, or represent an improvement over, the Cardlytics platform, or an FI partner’s decision to implement any existing or future product or technology of a competitor alongside, or in lieu, of the Cardlytics platform; • FI partners developing, or acquiring, their own products, technology, or lines of business to support transaction-based marketing or other incentive programs; • decisions made by our FI partners to restrict us from pursuing certain marketers for their channels; • technological innovations or new standards that the Cardlytics platform does not address; and • sensitivity to current or future prices offered by us or competing solutions.
We are substantially dependent on Chase, Wells Fargo and a limited number of other FI partners.
During the year ended December 31, 2025, our top three FI partners combined to account for over 80% of the total Partner Share we paid to all partners.
During the years ended 2024 and 2023, our top three FI partners combined to account for over 85% in each year.
During 2025, no FI partner represented over 50% and each represented over 15% of Partner Share.
Our FI partners have the ability to restrict us from publishing offers for certain marketers on their channels.
Our largest FI partner has recently substantially increased the number of marketers that are subject to such restrictions, and has further informed us that this list of restricted marketers will expand in the future.
We expect that these restrictions will impact our ability to grow marketing budgets for these selected advertisers, and in many cases will cause the marketing budgets for these selected advertisers to decrease significantly.
Other FI partners may implement similar restrictions.
In April 2025, we received a written non-renewal notice from Bank of America, one of our top three FI partners, with respect to our services agreements by which we publish offers to Bank of America's customers.
As a result, these agreements expired pursuant to their terms as of July 31, 2025, provided that Bank of America requested that we continue to provide uninterrupted operations under the services agreements for 180 days thereafter, i.e., through January 27, 2026, which period was extended to February 16, 2026, at which point our relationship with Bank of America has ended.
If another FI partner does not renew its agreement or terminates its agreement with us, we would lose that FI partner as a source of purchase data and online banking customers.
The loss of any of Chase, Wells Fargo or any other significant FI partner, or their reduced reliance on us or our solutions, could significantly harm our business, results of operations and financial conditions.
If we fail to maintain our relationships with current FI partners or attract new FI partners or other supply partners, we may not be able to sufficiently grow our revenue, which could significantly harm our business, results of operations and financial condition.
A significant percentage of consumer credit and debit card spending is concentrated with the 10 largest financial institutions in the U.S., five of which are currently part of our network, while the balance of card spending is spread across thousands of smaller financial institutions.
Accordingly, our ability to efficiently grow our revenue will specifically depend on our ability to maintain our relationships with the large financial institutions that are currently part of our network and establish relationships with the large financial institutions and other potential supply partners that are not currently part of our network.
We have in the past and may in the future be unsuccessful in attempts to establish and maintain relationships with large financial institutions and other supply partners.
If we are unable to maintain our relationships with current FI partners and attract new FI partners and other supply partners, our business, results of operations and financial condition would be significantly harmed, and we may fail to capture a material portion of the native bank advertising market opportunity.
The failure to consummate the sale of Bridg may materially and adversely affect our business, financial condition and results of operations.
In January 2026, we entered into a definitive agreement to sell substantially all of the assets primarily related to, or primarily used in, our Bridg platform to an affiliate of PAR Technology Corporation.
While the sale of Bridg is pending, it creates unknown impacts on our future.
Therefore, our current or potential business partners may decide to delay, defer or cancel entering into new business arrangements with us pending consummation of the transaction.
The occurrence of these events individually or in combination could materially and adversely affect our business, financial condition and results of operations.
The Bridg transaction is subject to various closing conditions.
We cannot control these conditions and cannot assure you that they will be satisfied.
If the transaction is not consummated, we may be subject to a number of risks, including the following: • we may not be able to identify an alternate transaction, or if an alternate transaction is identified, such alternate transaction may not result in equivalent terms as compared to what is proposed in the pending transaction; • the trading price of our common stock may decline to the extent that the current market price reflects a market assumption that the sale of Bridg will be consummated; • doubt as to our ability to effectively implement its current and future business strategies; • our costs related to the Bridg transaction, such as legal, accounting and financial advisory fees, must be paid even if the transactions is not completed; and • our relationships with our customers and employees may be damaged and our business may be harmed.
The occurrence of any of these events individually or in combination could materially and adversely affect our business, financial condition and results of operations, which could cause the market value of our common stock to decline.

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Gone since FY2024

Risks Related to our Business and Industry Unfavorable conditions, including inflationary pressure, in the global economy or the industries we serve could limit our ability to grow our business and negatively affect our operating results.
Negative or unstable conditions in the general economy, including conditions resulting from resulting from a global or domestic recession or the fear thereof, the imposition of tariffs in the United States and abroad, fluctuations in inflation and interest rates, changes in gross domestic product growth, financial and credit market fluctuations, political turmoil and regulatory changes, natural catastrophes, lower corporate earnings, reduction in business confidence and activity, warfare, including the Russia-Ukraine war and conflict in the Middle East, and terrorist attacks on the United States, Europe, the Asia-Pacific region, or elsewhere could cause a decrease in business and consumer spending and negatively affect the growth of our business and our results of operations.
If macroeconomic conditions deteriorate or are characterized by uncertainty or volatility, marketers may curtail or freeze spending on marketing in general and for services such as ours specifically, which could have a material and adverse impact on our business, financial condition and operating results In addition, our business may be materially and adversely affected by weak economic conditions in the industries that we serve.
All of these industries have been negatively impacted by inflationary pressure and certain precautions taken to control inflationary pressure.
Factors that may impact our quarterly operating results include the factors set forth in this "Risk Factors" section, as well as the following: • our ability to attract and retain marketers and partners; • the amount and timing of revenue, operating costs and capital expenditures related to the operations and expansion of our business, particularly with respect to our efforts to attract new marketers and partners to our network; • the revenue mix generated from our operations in the U.S. and U.K.; • the revenue mix generated from the operations of Cardlytics and its subsidiaries; • decisions made by our FI partners to increase Consumer Incentives or use their Partner Share to fund their Consumer Incentives; • decisions made by our FI partners to not allow certain offers to appear in some or all of their channels; • changes in the economic prospects of marketers, the industries that we primarily serve, or the economy generally, which could alter marketers' spending priorities or budgets; • the termination or alteration of relationships with our partners in a manner that impacts ongoing or future marketing campaigns; • reputational harm; • the amount and timing of expenses required to grow our business, including the timing of our payments of Partner Share and Partner Share commitments as compared to the timing of our receipt of payments from our marketers; • changes in demand for our solutions or similar solutions; • seasonal trends in the marketing industry; • competitive market position, including changes in the pricing policies of our competitors; • exposure related to our international operations and foreign currency exchange rates; • quarantine, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease; • other events or factors, including those resulting from war, such as hostilities between Russia and Ukraine, and the current armed conflict in the Middle East, and incidents of terrorism; • expenses associated with items such as litigation, regulatory changes, cyberattacks or security breaches; • the introduction of new technologies, products or solution offerings by competitors; and • costs related to acquisitions of other businesses or technologies.
Our revenue decreased 10.0% to $278.3 million in 2024 from $309.2 million in 2023.
Our billings decreased 2.1% to $443.8 million in 2024 from $453.4 million in 2023.
If we are unable to maintain consistent revenue, revenue growth or billings growth, our stock price could be volatile, and it may be difficult for us to achieve and maintain profitability.
The majority of our revenue and billings during 2024 and 2023 were derived from sales of advertising via the Cardlytics platform.
Our operating results could suffer due to: • lack of continued participation by FI partners in our network, in whole or in part, or our failure to attract new FI partners; • any decline in demand for the Cardlytics platform by marketers or their agencies; • failure by our FI partners to increase engagement with our solutions within their customer bases, adopt our new technology and products, improve their customers’ user experience, increase customer awareness, leverage additional customer outreach channels like email or otherwise promote our incentive programs on their websites and mobile applications, including by making the programs difficult to access or otherwise diminishing their prominence; • our failure to offer compelling incentives to our FI partners' customers; • FI partners may elect to use their Partner Share to fund their Consumer Incentives; • the introduction by competitors of products and technologies that serve as a replacement or substitute for, or represent an improvement over, the Cardlytics platform, or an FI partner’s decision to implement any existing or future product or technology of a competitor alongside, or in lieu, of the Cardlytics platform; • FI partners developing, or acquiring, their own products, technology, or lines of business to support transaction-based marketing or other incentive programs; • technological innovations or new standards that the Cardlytics platform does not address; and • sensitivity to current or future prices offered by us or competing solutions.
We are substantially dependent on Chase, Bank of America, Wells Fargo and a limited number of other FI partners.
During the years ended December 31, 2024, 2023 and 2022, our top three FI partners combined to account for over 85%, 85% and 80%, respectively, of the total Partner Share we paid to all partners.
During 2022, the top two FI partners represented over 20% and 25%, respectively, and the third largest FI partner representing over 10% of Partner Share for each period.
No other partner accounted for over 10% of Partner Share during these periods.
If an FI partner terminates its agreement with us, we would lose that FI partner as a source of purchase data and online banking customers.
The loss of any of Chase, Bank of America, Wells Fargo or any other significant FI partner, or their reduced reliance on us or our solutions, would significantly harm our business, results of operations and financial conditions.
If we fail to maintain our relationships with current FI partners or attract new FI partners, we may not be able to sufficiently grow our revenue, which could significantly harm our business, results of operations and financial condition.
A significant percentage of consumer credit and debit card spending is concentrated with the 10 largest FIs in the U.S., five of which are currently part of our network, while the balance of card spending is spread across thousands of smaller FIs.
Accordingly, our ability to efficiently grow our revenue will specifically depend on our ability to maintain our relationships with the large FIs that are currently part of our network and establish relationships with the large FIs that are not currently part of our network.
We have in the past and may in the future be unsuccessful in attempts to establish and maintain relationships with large FIs.
If we are unable to maintain our relationships with current FI partners and attract new FI partners, our business, results of operations and financial condition would be significantly harmed, and we may fail to capture a material portion of the native bank advertising market opportunity.
Additionally, we receive, collect, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share and have access to personal data as a result of other aspects of our business.
As such, we may be a more visible target for cyberattacks or physical breaches of our systems, databases or data centers, and we may in the future suffer from such attacks or breaches.
During times of war and other major conflicts, we, the third parties with whom we work, and our customers may be vulnerable to a heightened risk of these attacks, including retaliatory cyberattacks, that could materially disrupt our systems and operations, and ability to provide our service.
In addition to traditional computer "hackers," we and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), threat actors, software bugs, malicious code (such as viruses and worms), malware (including: as a result of advanced persistent threat intrusions), employee theft or misuse, denial-of-service attacks, credential attacks, credential harvesting, and ransomware attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions).
Current or future criminal capabilities, discovery of existing or new vulnerabilities in our systems and attempts to exploit those vulnerabilities or other developments may compromise the technology protecting our systems.
In the event that our protection efforts are unsuccessful, and our systems are compromised such that a third party gains entry to our or any of our FI partners' systems, we could suffer substantial harm.
In addition, many of our employees work remotely, which makes us more vulnerable to cyberattacks and has increased risks to our systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.
We cannot assure you that any limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security lapse or breach.
During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, our top five marketers accounted for 16%, 15% and 15% of our revenue, respectively, with no marketer accounting for over 10% during each period.
As of December 31, 2024 and 2023, our top five marketers accounted for 17% and 19% of our accounts receivable, respectively, with no individual marketer representing over 10% as of the end of each period.
During 2024 and 2023, our net loss was $189.3 million and $134.7 million, respectively.
We had an accumulated deficit of $1.3 billion as of December 31, 2024.
If any of these key data providers were to withdraw or withhold their identifiers from us, our ability to provide our solutions could be adversely affected, and certain marketers may severely limit their spending on our solutions or stop spending with us entirely.
Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.
As of December 31, 2024, we had 454 full-time employees.
During 2024 and 2023, we derived 8.7% and 5.8%, respectively, of our revenue from outside the U.S.
While substantially all of our operations are located in the U.S., we have an office in the U.K. and may continue to expand our international operations as part of our growth strategy.
We must also continue to manage our employees, operations, finances, research and development and capital investments efficiently in an environment where many employees are working from home.
Our net operating loss ("NOL") carry-forwards could expire unused and be unavailable to offset future tax liabilities because of their limited duration or because of restrictions under U.S. tax law.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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