Evening, ladies and gentlemen, welcome to the Cardlytics Fourth Quarter Fiscal Year 2025 Earnings Conference Call. At this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question and answer session. This call is being recorded on Wednesday, March 4th, 2026. I would now like to turn the conference call over to Nick Lynton, Chief Legal and Privacy Officer. Please go ahead. Good evening, welcome to the Cardlytics Fourth Quarter and Full Year 2025 Financial Results Call. Before we begin, let me remind everyone that today's discussion will contain forward-looking statements based on our current assumptions, expectations, and beliefs, including expectations around our future financial performance and results, including for the first quarter of 2026, our capital structure, and our operational and product initiatives. For a discussion of the specific risk factors that could cause our actual results to differ materially from today's discussion, please refer to the risk factors section of our 10-K for the year ended December 31st, 2025, which has been filed with the SEC. During our call, we will discuss non-GAAP measures of our performance. GAAP financial reconciliations and supplemental financial information are provided in the press release issued today, which you can find on the investor relations section of the Cardlytics website. Today's call is available via webcast. A replay will also be available on our website. On the call today, we have CEO, Amit Gupta, and CFO, David Evans. Following their prepared remarks, we'll open it up for your questions. With that, I'll hand the call over to Amit. Good evening, and thank you for joining us. Reflecting on 2025, it was a year we successfully reset the company to achieve self-sustainability. We have emerged as a leaner, more focused, and financially healthier organization. Our strategic priorities are clear. First, expanding our reach by deepening collaborations with bank partners and integrating new publishers into our network. Second, driving revenue growth for advertisers by leveraging our advanced algorithmic capabilities. Finally, we will continue to invest in our tech stack to further differentiate our platform and enhance operational efficiency. We have a strong team in place and are continuing to invest in our talent. To this end, we recently welcomed David Evans as our new CFO, along with several other highly skilled individuals joining Cardlytics from strong backgrounds. The strategic decisions made over the past several months have set our balance sheet on a path to controlling our own destiny. Looking ahead, 2026 is a year of execution for us. Our execution is stronger than ever, we are maturing into a high-performing technology company with a top-notch team capable of producing strong financial results. We have more conviction than ever that our product is relevant and uniquely differentiated in the marketplace. Moving specifically to Q4. As part of our broader strategic reset, we conducted a comprehensive review of our financial institution relationships to ensure long-term alignment across economics, product direction, and consumer engagement. Our FI partnerships in the U.S. and U.K. remain durable and constructive, in many instances are expanding. We are adding new card portfolios with several existing partners, reflecting their confidence in our program's performance and value. We are in active discussions to introduce new growth offerings built on our modernized scalable platform while continuing to roll out new engagement formats designed to increase program awareness and redemption. For example, during our most recent Double Days program with a partner, we saw a 2x increase in redeemers on days with double rewards. We are scaling these initiatives and seeing increased investment from FI partners in both the U.S. and the U.K. In this context, we recently concluded our relationship with Bank of America. While they were a valued partner, the program structure and future direction did not align with our long-term objectives regarding economics, personalization, and consumer engagement. Our momentum in reaching consumers beyond traditional banks continues to grow. We have officially launched with the Philadelphia Flyers and Boston Celtics in the sports category, and ATM.com in financial services. As shared earlier, while we do not view these as material from a financial perspective in 2026, it is very encouraging from a proof of concept standpoint. While we recognize that the loss of Bank of America creates near-term pressure on supply, we expect this impact to diminish over time. This will be driven by existing partners launching more portfolios, UI enhancements to increase participation, and the addition of new bank and non-bank publishers. We are focused on the long term and are building a stronger network, which requires navigating some near-term challenges. Now moving to our advertiser base. Market traction for our ad format remains robust. Our value proposition is resonating more strongly than ever with sophisticated marketing teams who recognize the unique incrementality we provide. We saw particular strength this quarter in the grocery and convenience sectors. A leading grocery retailer continued to spend with us as a strategic partner. During Q4, we secured increased spend to support targeted efforts for specific customer segments while consistently meeting their performance goals. For one of the fastest-growing discount grocers, our measurable results verified by their team drove an 8x spend increase year-over-year. Our earlier investments in measurement capabilities are paying off as leading advertisers see the direct impact of their spend with Cardlytics on their sales. We receive consistent feedback from leading advertisers in the U.S. and the U.K. Regarding our superior value proposition compared to competitors. For instance, a large U.S. retail brand chose to double its quarter-over-quarter spend in Q4 despite supply options elsewhere. While we have experienced some recent pressures in our travel and entertainment and subscription services sectors, we are also seeing nice green shoots of opportunity in other areas. For example, advertisers in the fashion and luxury segment increased their spend by 70% quarter-over-quarter, reflecting deeper investment from top consumer brands. As a follow-up to our heavier prioritization on new business, we saw meaningful conversions in Q4. For example, we added the world's largest athletic apparel maker to our advertiser roster. We achieved a 60% quarter-over-quarter increase in new business wins across e-commerce, retail, and restaurants in Q4. We expect this momentum to continue as the team further scales. Our U.K. business remains a standout performer, with Q4 revenue surging over 35% year-over-year. This momentum highlights our omni-channel strength, particularly within the grocery sector. This segment drove more than 40% of our U.K. business for the quarter, headlined by a top 3 grocer that moved from initial pilot programs to a substantial Q4 spend increase. With stable supply and focused execution, we see our growth story realized in the U.K. By applying these execution lessons to our newly settled supply in the U.S., we expect our domestic business to return back to a state of sequential growth. To our technology stack. We continue to build a differentiated category-leading technology platform. Key components of this work include platform modernization and the use of AI as a force multiplier. A key part of our reset involved retiring substantial technical debt and strengthening our engineering foundation. We migrated all partners to our ad server, completely deprecating all instances of the Offer Placement System globally. We also transitioned from our legacy data warehouse to a unified data and AI platform on Databricks. These 2025 technological improvements enabled our engineering team to deliver features 20% faster while reducing infrastructure costs by 40%. Our algorithms are now more advanced, leading to higher predictability and performance. We believe that delivery issues encountered in 2024 and early 2025 are now in the rear view. We are embracing AI as a tool for both efficiency and innovation. Our engineering team utilizes AI for agentic coding and product development, and we have launched multiple AI tools on our platform to enhance operational efficiency. For example, we deployed an agent for customer support that now resolves large quantities of partner and campaign inquiries in minutes rather than days or weeks. We are reimagining our client engagement model to increase our execution velocity, enabling faster campaign projections and builds to shorten the time between contract signature and campaign launch. One of our core strengths is the ability to attribute transactions to specific store locations. We have developed new visualizations within our Ads Manager UI to help clients make strategic decisions based on intuitive local-level data. As we heard from one of our U.S. grocery and gas advertiser CMOs, "Cardlytics has become one of the most efficient growth channels. We are seeing stellar IRF performance well above our internal benchmarks, and more importantly, the sales are incremental and measurable." The Bridg transaction. As part of our commitment to focusing on our core business, we announced in January an agreement with PAR Technology to serve as a new home for the Bridg business. While we believe in the strength of the Bridg product, ongoing bank data connection issues kept it disconnected from our core business. Looking forward, we believe PAR is a better fit, allowing Bridg to be fully integrated with their core operations without the data constraints faced at Cardlytics. We are working with the PAR team on final preparations and expect the closing to occur later this month. Upon the completion of the sale, our balance sheet will be strengthened, improving our path to self-sustainability. I'll now turn it over to David to discuss the financials. Thank you, Amit. Good evening. It has been a little over a month since I rejoined the company, and it has been nice and reinvigorating to get back involved here at Cardlytics. For fiscal year 2025, our top-line billings were $385 million, down 13.3% year-over-year. Our revenue was $233 million, down 16.2% year-over-year. Our annual Adjusted EBITDA was $10.1 million, up $7.5 million year-over-year. While we navigated the supply constraints throughout 2025, we were disciplined in how we managed our expenses, driving the third consecutive year of positive Adjusted EBITDA. We are committed to attaining self-sustainability and believe this commitment requires balancing investments in growth and disciplined expense management. The rest of my comments will be year-over-year comparisons to the fourth quarter of 2025 unless stated otherwise. In the fourth quarter, we delivered top line as expected across billings, revenue, and Adjusted Contribution while surpassing the high end of our guidance for Adjusted EBITDA. In Q4, our total billings were $94.1 million, a 19% decrease year-over-year. Even with the headwinds of supply constraints and content restrictions, we were able to retain the vast majority of our advertisers, which reflects the differentiated value and incrementality we drive. Q4 revenue was $56.1 million, a 24.2% decrease year-over-year. Our U.S. revenue, excluding Bridg, was $40.1 million, decreasing 33.5% year-over-year due to lower billings as well as pricing adjustments, which drove lower billings margins than the prior year. This margin impact was partially due to strategic investments in certain advertisers to drive incremental ROAS, as well as an isolated one-time variance in December delivery as a result of the supply changes to our network. U.K. revenue was $10.8 million, increasing 35.1% year-over-year. This is our U.K. business's largest-ever quarter, driven by deepened engagement with advertisers and increased supply. Q4 Adjusted Contribution was $31.7 million, a 22.1% decrease year-over-year. However, we expanded our Q4 margin as a percentage of revenue to 56.5%, an increase of 1.5 basis points to a more favorable FI partner mix. This margin is the highest we have achieved to date, driven primarily by growth of our newest FI partners. Adjusted EBITDA was positive $8.5 million, an increase of $2.1 million. Total adjusted operating expenses, excluding stock-based compensation, came in at $23.2 million, a reduction of $11.1 million year-over-year due to the reduction in staff in May and October, as well as the optimization of our cloud infrastructure. Operating expenses benefited from $2.6 million in one-time benefits from an ERC tax credit. In Q4, operating cash flow was a positive $13 million. Free cash flow was positive $10.5 million, which was an improvement of $11.9 million from prior year due primarily to our lower expense base as well as receiving the full $6 million impact of two ERC tax credits received in 2025. On the balance sheet, we ended Q4 with $48.7 million in cash and cash equivalents. During the quarter, we had a net payment of $6 million on our line of credit, resulting in $40.1 million currently drawn on the line. The proceeds from the expected Bridg transaction will serve to bolster the balance sheet, further positioning the business for self-sustainability. In the fourth quarter, we had 227 million MQUs, an increase of 18% driven by the full ramp of our newest FI partners. Excluding these partners, MQUs would have increased 1%. ACPU was $0.12, down 35% year-over-year as a result of content restriction and as we added new MQUs from our newest FI partners. Turning to our outlook for Q1 2026. For Q1, we expect billings between $57.5 million and $63.5 million, revenue between $35 million and $40 million, Adjusted Contribution between $20 million and $23 million, and Adjusted EBITDA between -$7.5 million and -$3.5 million. Our billings guidance represents a -41% to -35% decrease year-over-year. The primary driver of our expected billings decrease is a result of the content restrictions imposed by one of our largest FI partners and the departure of Bank of America. We will endeavor to execute against several strategies with our banks and advertisers that Amit touched on in his previous comments that will allow us to level set and grow sequentially from this point forward. In Q1, we expect to continue to grow in the U.K., driven by continued success with our largest accounts, growing our new clients, and attracting new advertisers to the platform. Revenue as a percentage of billings is expected to be in the low 60% range for Q1. We are making strategic pricing decisions to drive incremental spend from our advertisers to drive higher revenues and to remain competitive in the market, which is funded by our higher margin bank mix. We expect Adjusted Contribution as a percentage of revenue to be in the mid to high 50% range. Even with top line pressure and intentional pricing decisions, we're keeping more of every dollar we generate, which is an important component to our efforts around self-sustainability. A key driver to the improved economics is due to our newest FI partners. That advantage allows us to reinvest in advertiser and consumer incentives to drive incremental budgets. In practice, more compelling rewards translates into better engagement, which strengthens advertiser retention and our ability to scale. For the first quarter, we expect operating expenses to be at or below $27 million, excluding stock-based compensation and severance. This represents a reduction of 27% from the prior year. We remain committed to driving operational efficiency. Our guiding principle is to be laser-focused at executing against our core competencies to drive sequential Adjusted Contribution growth over the long run. I'll now turn it back to Amit for closing remarks. I'll close by reflecting on the last year. The through line across all these changes has been the resilience and grit of our team. Our people have endured an unusually demanding series of cycles that led to changes that were essential for this company's health. Our team shows up every day with sleeves rolled up to fight for our bank partners, our advertisers, and the end consumer. I couldn't be prouder of their willingness to persevere. We firmly believe we have the right team, the right tech, and the right focus to deliver strong results for our shareholders in 2026 and beyond. I'll now turn it over to the operator to begin Q&A. Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the one on your touch tone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press the star followed by the two. If you're using a speakerphone, please lift up the handset first before pressing any keys. We have our first question from Jacob Stephan with Lake Street Capital Markets. Hey, guys. Appreciate you taking the questions. First, I just kind of wanted to touch on the Q1 guidance a little bit. You know, maybe you could kind of help us think through a little bit on the sequential decline, maybe to kind of the $60.5 midpoint on the billing side. You know, how much of that was B of A? How much of that, you know, was potentially the content restrictions that you're seeing at your other large FI partner? Sure. This is, David, assuming you can hear me okay. Jacob, thanks for the question. Yeah. I would say a large vast majority of that you could attribute to Bank of America. Their last campaign, billings campaign ran on January 15th. What you're seeing is kind of the impact of that. Obviously, some of the content restrictions plays a role as well. The vast majority is B of A. Okay. I got your comments on the, you know, growing sequentially moving forward, David. Maybe you can kinda, you know, correlate that with, you know, future content restrictions at your FI partner, how does that play out through the year? Yeah. The kinda way I think about the Q1 guide is really around a foundational level setting for how we can optimize and sequentially grow going forward. As you might imagine, you know, with losing a partner like that had some impact in recalibrating the platform. All that being said, when I mention sequential growth, we feel pretty confident in our ability to continue to optimize for the platform. If you remember last summer, we had some content restrictions through one of our major FI partners. I think the view there is we can and should be able to get back to those levels at that point in time from last summer, but that's probably closer to the end of the year. Does that make sense? Yeah. Yeah, that's helpful. Maybe just one follow-up. You know, you kinda called out, you know, grocery stores being a demand driver or, at least a growing customer base for you guys. I'm wondering, you know, broader kinda consumer staples, is that the case or are you seeing some strong growth out of that segment? Yeah. I think that's a good question, Jacob. One of the things we talked about in 2025, we had put in, invested in our geo-targeting capabilities, and that's what we see, especially in grocery stores, you know, basically advertisers with storefront and online channels. They are really benefiting from our omni-channel focus and omni-channel capabilities. We do expect it's not limited obviously to grocery stores. It's for other brands as well. Wherever we see kinda omni-channel requirements, those campaigns, we are substantially performing better versus our other competition in the market. Those advertisers will continue to benefit. In addition, because of our geo-targeting, you know, even though there are folks that are direct to consumer via online channels, you know, they still end up benefiting as well. Folks with store presence, storefront presence and omni-channel requirements get the lion's share of these advancements that we've made. Got it. If I could just sneak one more in. Maybe, you know, David, obviously, you're coming back to Cardlytics here. you know, maybe you could help us think through, you know, what was the driving decision behind that and, you know, maybe one thing that excites you, two or three things that, you know, you're really looking at, honing in on in 2026 here. Yeah. Given the nature of the call, keep it fairly PC here, but look, I would say this. Cardlytics remains a differentiated platform. I mean, I wrote my own press release when I joined. That is to say that I have a tremendous amount of affinity to this organization. In learning more about the opportunity during the process, I came away feeling like the team is still very much intact. We still have an asset that is still unique and differentiated in the marketplace. When you think about even without BofA, we're still seeing 40% of every card swipe in the United States. I don't know of another company that has the ability to integrate, utilize, and act upon that scale of data with rights to do what we do. I think there's a good chunk of that that really excites me about what we can do from the level that we're at. I think that's the important thing here, is that, you know, when you think about, with where the company is, we still see, hear, and feel the value in what we are providing for our advertisers, and we still are having similar conversations and interactions with our bank partners as well. Hopefully that helps answer your question. Awesome. I appreciate it. You bet. Thank you. Our next question is from Jason Kreyer with Craig-Hallum. Thank you. Wondering if you can talk about what factors contributed to the decision to sunset the BofA relationship. Curious if there are any cost benefits or tech benefits for, you know, that stem from that termination. Then, if you can maybe talk about what impact that has on MQUs going forward. Jason, thank you so much for the question. I think as we said in the prepared remarks, Bank of America was a valued partner, but we could not get on the same page in terms of how the program structure was set up, economics, personalization, and consumer engagement. You know, we're very much thinking about how the network evolves and grows in the future, and that was, that was, there was lack of alignment there. That said, we absolutely believe in the strength of our platform and our advertiser base and the value we can deliver for the end consumers. Should Bank of America revisit, we'll be ready to welcome them back. To the second part of your question, there are tech benefits. As you might remember, one of the key factors that was inhibiting the longer term relationship was the need for Bank of America to migrate to our current tech stack. That was a tall order for them. That was, we were literally managing and organizing a parallel stack for them. I mentioned in our prepared remarks that we were able to let go of a significant level of tech debt, and that was partly due to sunsetting and concluding the Bank of America relationship. There are definitely tech benefits. There also allows us to increase our execution velocity overall, our contract process, as I mentioned in our prepared remarks. That said, I think we're in a good place with the network, and should Bank of America revisit their decision, we'll be ready to welcome them back. Thank you. You mentioned earlier in prepared remarks, you just talked about some, the potential for adding new card portfolios. I'm curious if you can give a little bit more detail on that. Yeah. As we've kinda increased or deepened our relationship or engagement with every single bank partner of ours, you know, we've also started to get into a sense of what is specific for their overall card portfolio that they can benefit from our new set of capabilities. You know, this is something that we have a kind of like a bank-by-bank conversation. As we add new portfolios, we'll keep bringing them back and keeping all of you posted. As of now, the conversations are happening with several of our bank partners to onboard new either segments or portfolios or sub card portfolios that were not previously in the program. That can not only increase the MQUs, but also allows us to deepen the relationship with the banks. We'll keep you posted as those new portfolios come online, and we welcome them on our network. Great. Thanks, Amit. Thanks, David. Thank you. We have our next question from Kyle Peterson with Needham. Great. Good afternoon. Thank you for taking the questions. Wanted to start off on the BofA, just the timing and mechanics of that. I guess, could you guys just confirm what the exact kinda shutoff date was or roughly just, wanna confirm whether the 1Q guide has a full quarters impact or if there's any kinda lingering benefit in the first quarter from BofA? Yeah. I I mentioned on the question earlier, January 15th. Okay. Thanks. I guess just a follow-up on some liquidity in the balance sheet. I think you mentioned that, you know, after the Bridg transaction closes, that there should be an infusion in the balance sheet. I guess looking at the structure of the deal, I thought it looked like it you guys got PAR stock. I guess just like any more clarity on, like, is that just Like, is there any lockup or holdup or what are your plans once that is delivered and how you're gonna convert that to liquidity? Yeah. If you, if you read the Form 8-K from the announcement, we've got, just, you know, Aspects of the deal that we're still kind of on track to close, for. If you think about, you know, just consents and final preparations, everything's on track there. Once that's done, the deal will close. We use a 15-day calc to determine the number of shares, that we will receive. Once we receive those shares, we will look to quickly, liquidate to get cash, on our balance sheet. More likely than not, we'll use those proceeds to pay down, a decent amount of the, facility. Okay. Okay. That's, that's helpful. I guess just if I could squeeze, you know, one last one in there, how should we think about, you know, cash flow? I know 1Q is normally kind of a weaker quarter. Based on the guide, kind of looks like that. With the cost structure being quite a bit lower, I'm assuming there's also probably some costs that will come out with Bridg. Mm-hmm. Is there an opportunity to return back to, you know, at least EBITDA positive as early as the second quarter? I guess, how are you guys kind of feeling about, you know, kind of the return to positive free cash flow, yeah, moving forward? Yeah. Sounds good. Yeah, with the Bridg going away, you mentioned that, you're absolutely right. We'll get some OpEx benefits from that, you know, call it $4 billion-$5 billion of help from that perspective. From an adjusted EBITDA perspective, I mean, you know, look, at the end of the day, if adjusted OpEx is kinda low-mid 20s, you know, that gives you a good indicator of kinda what we're gonna need to achieve from Adjusted Contribution perspective. To kinda answer your question, we're pretty close instead of a level of confidence to being able to return back to some form of quarterly positive adjusted EBITDA. It remains pretty high. Okay. Thanks for all the color. You bet. Appreciate it. Thank you. Thank you. Our next question is from Robert Coolbrith with Evercore. Hi. Thanks for taking the questions and welcome back to David. Just a couple quick ones left. Just wanted to confirm on the Q1 guidance, is Bridg being treated as discontinued ops there? I assume it is, but it wasn't confirmed anywhere, so I just wanna double-check that. I have a couple more. If we're kind of targeting a mid-month close, at that point, it gives you a sense for how much is gonna contribute to Q1, and then it's no longer a part of Cardlytics after that. Okay. There is revenue contribution from Bridg through the mid-month close contemplated. Correct. Right? Yeah. Correct. Thank you for clarifying. That's correct. Yeah. Once you know, once we close, then we'll take credit for everything up to close. Okay. Got it. Thank you. Just a couple more. Just subscription services, you noted, I think, some softness there. I think going back a couple quarters ago, Amit, you had mentioned that as a source of strength. Just wanted to you know, maybe, ask about materiality and then also just, you know, if you could sort of give us a sense of the trends or any factors influencing, what you're seeing from a demand perspective in that category. I've got just one last one after that. Sure. I think overall, Robert, thank you for the question. Overall, subscription services, we do see a decline, you know, from a quarter-on-quarter point of view. The decline is largely or the pressure is largely coming from the restrictions from our bank partners, right? The platform strength about targeting and reach is still the same. Obviously, when there's contract restrictions from our partners and obviously departure of Bank of America, those are the reasons why we start to see some pressure on the subscription services. That said, you know, we're thinking through some newer formats that allow us to have people act because they end up being mostly event-triggered. We're trying to figure out new formats that can actually allow us to regain the footing in the subscription services category, with our, current network. For the, for some of the other category trends, as I mentioned before, gas and grocery, you know, there's consistent growth, robust growth, about 21% year-over-year. Restaurant delivery, like about 13% year-over-year growth. Other categories continue to be strong, and we're excited about rolling out some of the newer formats with the bank partners that we're talking about, and we'll keep you posted as they roll out over the course of the year. Got it. Great. Thank you. The last one is just, you know, wanted to touch in on the, I know it's early, but the SKU level, sort of targeting or advertising opportunity. You've talked a little bit about that in the past. I just wanna understand, is that something that was sort of uniquely enabled by, you know, technology that resided within Bridg, or is that something that you can retain as a capability going forward, emerging capability going forward? Thank you. Yep. The appropriate question, Robert. The short version is that we're gonna put the SKU level offers on the back burner for now. As you said, it was primarily powered by the dataset that we were connecting with the Bridg platform. With the exit of the Bridg platform, while we can still do it, but it does require more hoops for us to do it and requires more integration, deeper integration with certain retailers. For now we're gonna put it on the back burner, and as we execute kind of our current game plan, at some point in the future when it makes sense, we'll bring it back. For now, it's on the back burner. Got it. Thank you very much. Thank you. As there are no further questions at this time, this concludes today's conference call. We thank you for your participation. Ladies and gentlemen, you may now disconnect.