CDLX on Nasdaq

Cardlytics

Logo: cardlytics.com4

American company based in Atlanta, founded in 20081

In its 2026 annual report the company says: “We operate a commerce media platform that is designed to make commerce smarter and rewarding for everyone. We have strong relationships with leading marketers across a variety of industries, including everyday spend, specialty retail, restaurant, travel and entertainment.”7 It employed 432 people in 2019.1 Its shares trade on Nasdaq under the symbol CDLX.1

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Last updated Oct 21, 2026.

Overview

2008Founded1

Compare with Sangoma Technologies Corporation, Nextdoor or System1, Inc., or pick any stock.

  • TickerCDLX on Nasdaq1
  • Industryloyalty marketing1
  • HeadquartersAtlanta1
  • Websitewww.cardlytics.com
  • Legal formDelaware corporation1
  • Incorporated inDE5
  • Business address675 Ponce De Leon Avenue, Ne, Suite 4100, Atlanta, Ga 303085
  • Filer categoryAccelerated filer, Smaller reporting company5
  • LEI549300JETJBH94EIPC663
  • StatusActive3
  • LEI statusLapsed (not renewed)3
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States3
  • Registered withDivision of Corporations, Department of State, 45331883
Cardlytics image from its website
Image: cardlytics.com4

We operate a commerce media platform that is designed to make commerce smarter and rewarding for everyone. At the core of our commerce media platform is the financial media network that we run within our partners' digital channels, which includes online and mobile applications (the "Cardlytics platform"). Additionally, we operate an identity resolution platform that utilizes point-of-sale ("POS") data, including product-level purchase data, to enable marketers to perform analytics and targeted loyalty marketing and also measure the impact of their marketing (the "Bridg platform"). The partners for the Cardlytics platform are predominantly financial institutions ("FI partners") that provide us with access to their anonymized purchase data and digital banking customers. The partners for the Bridg platform are predominantly merchants ("merchant data partners") that provide us with access to…7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-48.0%Operating margin8
-48.7%Net margin8
-16.9%Revenue growth, 20258
$8.8MFree cash flow8

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Cost per Redemption brought in 51% of the revenue Cardlytics broke down this way in fiscal 2025.

  1. Cost per Redemption$129.3M851%up 30% from 2024
  2. Cost per Served Sales$79.1M831%down 48% from 2024
  3. Bridg Subscription Revenue$20.9M88%down 8% from 2024
  4. Bridg Total Revenue$20.9M88%down 8% from 2024
  5. Cost Other$4.0M82%down 16% from 2024
Products and services by year
Products and services202320242025
Cost per Redemption$86.5M$99.4M$129.3M
Cost per Served Sales$191.3M$151.5M$79.1M
Bridg Subscription Revenue$23.8M$22.7M$20.9M
Bridg Total Revenue$23.8M$22.7M$20.9M
Cost Other$7.6M$4.7M$4.0M

Business segments

Cardlytic Direct brought in 91% of the revenue Cardlytics broke down this way in fiscal 2025.

  1. Cardlytic Direct$212.3M891%down 17% from 2024
  2. Bridg Acquisition$20.9M89%down 8% from 2024
Business segments by year
Business segments202320242025
Cardlytic Direct$285.4M$255.6M$212.3M
Bridg Acquisition$23.8M$22.7M$20.9M

Regions

United States brought in 87% of the revenue Cardlytics broke down this way in fiscal 2025.

  1. United States$203.0M887%down 20% from 2024
  2. United Kingdoms$30.3M813%up 25% from 2024
Regions by year
Regions202320242025
United States$291.4M$254.1M$203.0M
United Kingdoms$17.8M$24.2M$30.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development19¢$39.8M
  • Other costs81¢$172.6M

Out of $212.3M in revenue.8 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending5¢$480.0K
  • Kept or used elsewhere95¢$8.8M

Out of $9.3M of cash from operations.8

Financial statements

Revenue91011128$212.3M in 2025+1% since 2019
0$100.0M$200.0M$300.0M2019: $210.4M$210.4M20192020: $186.9M$186.9M2020−11%2021: $258.8M$258.8M2021+38%2022: $277.2M$277.2M2022+7%2023: $285.4M$285.4M2023+3%2024: $255.6M$255.6M2024−10%2025: $212.3M$212.3M2025−17%
Operating income91011128-$101.8M in 2025+488% since 2019
-$600.0M-$400.0M-$200.0M02019: -$17.3M-$17.3M20192020: -$53.9M-$53.9M2020+211%2021: -$122.6M-$122.6M2021+127%2022: -$457.8M-$457.8M2022+273%2023: -$135.7M-$135.7M2023−70%2024: -$195.5M-$195.5M2024+44%2025: -$101.8M-$101.8M2025−48%
Net income91011128-$103.5M in 2025+504% since 2019
-$600.0M-$400.0M-$200.0M02019: -$17.1M-$17.1M20192020: -$55.4M-$55.4M2020+223%2021: -$128.6M-$128.6M2021+132%2022: -$465.3M-$465.3M2022+262%2023: -$134.7M-$134.7M2023−71%2024: -$189.3M-$189.3M2024+41%2025: -$103.5M-$103.5M2025−45%

Every line of the income statement as filed: the last 3 fiscal years, latest first.8

Period ending2025-12-312024-12-312023-12-31
Revenue$233.3M$278.3M$309.2M
Partner Share and other third-party costs$102.9M$127.8M$150.6M
Delivery costs$25.7M$29.6M$28.2M
Sales and marketing expense$39.5M$52.6M$57.4M
Research and development expense$39.8M$49.6M$51.4M
General and administrative expense$47.3M$56.5M$58.8M
Acquisition, integration and divestiture costs (benefits)$561.0K$161.0K-$6.3M
Change in contingent consideration$102.0K$210.0K$1.2M
Impairment of goodwill and intangible assets$58.8M$131.6M$70.5M
Gain (Loss) on Disposition of Business-$4.8M$0$6.5M
Depreciation and amortization expense$25.2M$25.7M$26.5M
Total costs and expenses$335.1M$473.8M$444.9M
Operating loss-$101.8M-$195.5M-$135.7M
Interest expense, net-$7.9M-$5.6M-$2.3M
Foreign currency gain/(loss)$6.2M-$1.3M$3.3M
Gain on debt extinguishment$0$13.0M$0
Total other (expense)/income-$1.7M$6.2M$968.0K
Loss before income taxes-$103.5M-$189.3M-$134.7M
Income tax benefit$0$0$0
Net Loss-$103.5M-$189.3M-$134.7M
Net loss per share, basic (in dollars per share)-$1.95-$3.91-$3.69
Net loss per share, diluted (in dollars per share)-$1.95-$3.91-$3.69
Weighted-average common shares outstanding, basic (in shares)53.1M shares48.4M shares36.5M shares
Weighted-average common shares outstanding, diluted (in shares)53.1M shares48.4M shares36.5M shares

Compare Cardlytics with another company

Corporate structure

Cardlytics sits at the top of its group. 3 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cardlytics

  • Cardlytics Atlanta, Georgia, United States
    • Cardlytics Services India Private Limited Subsidiary · India
    • Cardlytics UK Limited England and Subsidiary · United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cardlytics reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$87.9M8 Dec 31, 2025$69.3M8 Dec 31, 2024+26.9%
Property and equipment, before depreciation$6.8M8 Dec 31, 2025$12.3M8 Dec 31, 2024−44.8%
Accumulated depreciation$4.7M8 Dec 31, 2025$9.7M8 Dec 31, 2024−50.9%
Property and equipment, net$2.0M8 Dec 31, 2025$2.6M8 Dec 31, 2024−22.0%
Finance-lease assets$012 Dec 31, 2024$14.0K12 Dec 31, 2023−100.0%
Operating-lease assets (leased space)$4.9M8 Dec 31, 2025$6.3M8 Dec 31, 2024−22.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$48.7M8 Dec 31, 2025$65.6M8 Dec 31, 2024−25.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$110.3M8 Dec 31, 2025$159.4M8 Dec 31, 2024−30.8%
Intangible assets, net (excluding goodwill)$5.6M8 Dec 31, 2025$11.4M8 Dec 31, 2024−51.2%
Finite-lived intangibles, gross$71.8M8 Dec 31, 2025$85.6M8 Dec 31, 2024−16.1%
Accumulated amortization$66.2M8 Dec 31, 2025$60.4M8 Dec 31, 2024+9.6%
Finite-lived intangibles, net$5.6M8 Dec 31, 2025$11.4M8 Dec 31, 2024−51.2%

Properties, in its own words

Our principal executive offices are located in Atlanta, Georgia, where we occupy a facility of approximately 17,000 square feet. Our lease expires on January 1, 2032, and we have the option to renew for an additional five-year period. We have additional offices in Los Angeles, CA; Champaign, IL; London, U.K.; and Taipei, Taiwan. A portion of our workforce operates remotely. We believe that our facilities are sufficient for our current needs and that, should it be needed, additional facilities will be available to accommodate the expansion of our business.

Item 2 of the 10-K filed Mar 4, 2026.7

Leadership

Who has led Cardlytics, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cardlytics Services India Private Limited India6
  • Cardlytics UK Limited England and Wales6

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Employees over time

  • 20194321

Timeline

  1. Sep 11, 20268-K Entered a material agreement40
  2. Aug 5, 20268-K Results of operations41
  3. Jun 3, 20268-K Listing notice or transfer; Change to shareholders' rights42
  4. May 20, 20268-K Shareholder vote43
  5. May 12, 20268-K Executive or director change44
  6. May 7, 20268-K Results of operations45
  7. Mar 24, 20268-K Completed an acquisition or sale46
  8. Mar 4, 20268-K Results of operations47
  9. Jan 26, 20268-K Entered a material agreement48
  10. Dec 18, 20258-K Executive or director change; Regulation FD disclosure49
  11. Dec 5, 20258-K Executive or director change50
  12. Nov 5, 20258-K Results of operations51
  13. Aug 22, 2024New chief executive Amit Gupta becomes CEO16
  14. Sep 1, 2022New chief executive Karim Saad Temsamani becomes CEO17
  15. May 22, 2020New chief executive Lynne Marie Laube becomes CEO18
  16. Feb 8, 2018New chief executive Scott D. Grimes becomes CEO19
  17. Feb 2018Went public Listed on NASDAQ1
  18. 2008Founded Founded1

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($13.60) a share, on Nov 5, 2025.52

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results41
  2. May 7, 2026Reported quarterly or annual results45
  3. Mar 4, 2026Reported quarterly or annual results47
  4. Nov 5, 2025Reported quarterly or annual results51
  5. Aug 6, 2025Reported quarterly or annual results53
  6. May 7, 2025Reported quarterly or annual results54
  7. Mar 12, 2025Reported quarterly or annual results55
  8. Nov 6, 2024Reported quarterly or annual results56

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

480 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 66 major events, 258 insider forms, 27 large holders, 108 other. The latest 20:

  1. Oct 2, 2026144 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 1, 2026144 EDGAR
  4. Sep 11, 20268-K EDGAR
  5. Aug 24, 20264/A EDGAR
  6. Aug 24, 20264/A EDGAR
  7. Aug 24, 20264/A EDGAR
  8. Aug 24, 20264/A EDGAR
  9. Aug 24, 20264/A EDGAR
  10. Aug 24, 20264/A EDGAR
  11. Aug 18, 2026144 EDGAR
  12. Aug 18, 20264 EDGAR
  13. Aug 17, 2026144 EDGAR
  14. Aug 5, 202610-Q EDGAR
  15. Aug 5, 20268-K EDGAR
  16. Aug 4, 20264 EDGAR
  17. Aug 4, 20263 EDGAR
  18. Jul 6, 2026144 EDGAR
  19. Jul 6, 20264 EDGAR
  20. Jul 6, 20264 EDGAR

The 480 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

159 open-market trades by officers, directors and large owners since October 2021: 27 buys and 132 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 18, 2026Gupta AmitChief Executive OfficerSale6,676$4.03$26.9KForm 4
Aug 17, 2026Gupta AmitChief Executive OfficerSale6,785$3.97$26.9KForm 4
Jul 6, 2026Gupta AmitChief Executive OfficerSale9,640$4.39$42.3KForm 4
Jul 2, 2026Gupta AmitChief Executive OfficerSale6,498$4.40$28.6KForm 4
Jul 2, 2026Lynton Nicholas HollmeyerChief Legal & Privacy OfficerSale2,151$4.40$9.5KForm 4
May 18, 2026Evans David ThomasChief Financial OfficerBuy50,000$0.63$31.5KForm 4
May 15, 2026Evans David ThomasChief Financial OfficerBuy150,000$0.65$97.5KForm 4
Apr 6, 2026Gupta AmitChief Executive OfficerSale69,833$1.19$83.1KForm 4
Apr 2, 2026Gupta AmitChief Executive OfficerSale54,225$1.04$56.4KForm 4
Apr 1, 2026Gupta AmitChief Executive OfficerSale62,549$0.99$61.9KForm 4
Apr 1, 2026Lynton Nicholas HollmeyerChief Legal & Privacy OfficerSale40,296$0.99$39.9KForm 4
Feb 18, 2026Gupta AmitChief Executive OfficerSale45,159$0.93$42.0KForm 4
Feb 17, 2026Gupta AmitChief Executive OfficerSale52,049$0.90$46.8KForm 4
Jan 5, 2026Lynton Nicholas HollmeyerChief Legal & Privacy OfficerSale6,253$1.17$7.3KForm 4
Jan 5, 2026Gupta AmitChief Executive OfficerSale5,807$1.17$6.8KForm 4
Jan 5, 2026DeSieno AlexisChief Financial OfficerSale8,607$1.17$10.1KForm 4
Oct 2, 2025Lynton Nicholas HollmeyerChief Legal & Privacy OfficerSale6,098$2.27$13.8KForm 4
Oct 2, 2025Gupta AmitChief Executive OfficerSale7,799$2.27$17.7KForm 4
Oct 2, 2025DeSieno AlexisChief Financial OfficerSale8,493$2.27$19.3KForm 4
Aug 19, 2025Gupta AmitChief Executive OfficerSale68,685$1.12$76.9KForm 4

All 159 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Amit GuptaChief Executive Officer and Director$550.0K$5.0M63
2025Alexis DeSienoFormer Chief Financial Officer$415.0K$1.3M63
2025Nick LyntonChief Legal and Privacy Officer$350.8K$1.2M63
2024Amit GuptaChief Executive Officer and Director$438.1K$4.6M63
2024Alexis DeSienoFormer Chief Financial Officer$400.0K$2.2M63
2024Nick LyntonChief Legal and Privacy Officer$334.8K$1.7M63

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 41. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC218,612$981.6K0.0%New
683 Capital Management, LLC200,000$898.0K0.1%New
KPS Global Asset Management UK Ltd121,883$547.3K0.1%New
Worldly Partners Management, LLC115,798$519.9K0.4%New
BlackRock, Inc.84,654$380.1K0.0%New
RBF Capital, LLC80,010$359.2K0.0%New
Geode Capital Management, LLC58,618$263.3K0.0%New
Quinn Opportunity Partners LLC46,239$207.6K0.0%New
Jane Street Group, LLC39,541$177.5K0.0%New
UBS Group AG35,754$160.5K0.0%New
Vanguard Fiduciary Trust Co32,688$146.8K0.0%New
Citadel Advisors LLC28,597$128.4K0.0%New
Squarepoint Ops LLC26,973$121.1K0.0%New
Kingsbury Capital Investment Advisors LLC26,845$120.5K0.1%New
Kmt Wealth Management, LLC26,845$120.5K0.1%New
LPL Financial LLC25,986$116.7K0.0%New
Qube Research & Technologies Ltd19,765$88.7K0.0%New
Renaissance Technologies LLC18,405$82.6K0.0%New
Invesco Ltd.15,617$70.1K0.0%New
Northern Trust Corp11,308$50.8K0.0%New
Goldman Sachs Group Inc10,264$46.1K0.0%New
Global Retirement Partners, LLC3,430$15.4K0.0%New
Osaic Holdings, Inc.2,816$12.6K0.0%New
Vanguard Global Advisers, LLC1,532$6.9K0.0%New
Belvedere Trading LLC761$3.4K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

3 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Mar 18, 2020David A Perdue , Jr, SenateBuy$100,001 - $250,000−320.9%Report
Mar 18, 2020David A Perdue , Jr, SenateBuy$100,001 - $250,000−320.9%Report
Jan 23, 2020David A Perdue , Jr, SenatePartial sale$1,000,001 - $5,000,000+232.4%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Cardlytics is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCardlytics, Inc.2
  • CIK0001666071
  • Employer ID (EIN)26-30394367
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 312
  • Industry code (SIC)7370 Services-Computer Programming, Data Processing, Etc.2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address675 Ponce De Leon Avenue, Ne, Suite 4100, Atlanta, GA 303082
  • Phone888-798-58022
  • Shares outstanding5,888,716 as of Jul 31, 202614
  • Public float$85.8M as of Jun 30, 20257
  • AuditorDELOITTE & TOUCHE LLP, Atlanta, Georgia PCAOB ID 34; it also attests to the company’s internal control over financial reporting7
  • On EDGAR sinceApr 5, 20172
  • Filings1,038 in all: 4 (633), 8-K (103), 144 (72), SC 13G/A (32), 3 (31), 10-Q (26), S-8 (15), SC 13G (14)2
    All 42 form types

    4/A (11), 10-K (9), UPLOAD (9), DEF 14A (8), DEFA14A (8), CORRESP (7), DRS/A (6), DRSLTR (6), 424B5 (5), ARS (4), EFFECT (4), SC 13D/A (4), 3/A (2), 8-K/A (2), CT ORDER (2), POS AM (2), S-3 (2), S-3/A (2), SCHEDULE 13D/A (2), SCHEDULE 13G/A (2), SEC STAFF LETTER (2), 10-K/A (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DEFR14A (1), DRS (1), POSASR (1), PRE 14A (1), S-1 (1), S-1/A (1), S-3ASR (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Mar 4, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 9, 2026
    Latest 8-K (8-K) Sep 11, 2026

Securities registered for trading

ClassSymbolExchange
Common StockCDLXNASDAQ

From the cover page of the 10-K filed Mar 4, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks Cardlytics names in Item 1A of its 10-K filed Mar 4, 2026: 57 risks under these headings, as written.7

  • 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.
  • Our quarterly operating results have fluctuated and may continue to vary from period to period, which could result in our failure to meet expectations with respect to operating results and cause the trading price of our stock to decline.
  • We may not achieve or sustain revenue and billings growth in the future.
  • We are dependent upon the Cardlytics platform.
  • We are substantially dependent on Chase, Wells Fargo and a limited number of other FI partners.
  • We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause our stock price to decline.
  • 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.
  • The failure to consummate the sale of Bridg may materially and adversely affect our business, financial condition and results of operations.
  • Our future success will depend, in part, on our ability to expand into new industries.
  • An actual or perceived breach of the security of our systems, or those of third parties with whom we work, could result in adverse consequences resulting from such breach, including but not limited to a disruption of our operations, reputational harm, loss of revenue or profits, loss of customers, regulatory investigations or actions, litigation, fines and penalties and other adverse consequences.
  • Our business could be adversely affected if marketers or their agencies are not satisfied with our solutions or our systems and infrastructure fail to meet their needs.
The other 46 risks
  • We derive a material portion of our revenue from a limited number of marketers, and the loss of one or more of these marketers could adversely impact our business, results of operations and financial conditions.
  • We have a relatively short operating history, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
  • Any failure of our partners to effectively deliver and promote the online incentive programs that comprise the Cardlytics platform could materially and adversely affect our business.
  • If we do not effectively grow and train our sales team, we may be unable to add new marketers or increase sales to our existing marketers and our business will be adversely affected.
  • We generally do not have long-term commitments from marketers, and if we are unable to retain and increase sales of our solutions to marketers and their agencies or attract new marketers and their agencies, our business, financial condition and operating results would be adversely affected.
  • We have a history of losses and may not achieve net income in the future.
  • We operate in an emerging industry and future demand and market acceptance for our solutions is uncertain.
  • The market in which we participate is competitive and we may not be able to compete successfully with our current or future competitors.
  • If we fail to identify and respond effectively to rapidly changing technology and industry needs, our solutions may become less competitive or obsolete.
  • A number of factors could impair our ability to collect the significant amounts of data that we use to deliver our solutions.
  • The efficacy of some of our solutions depends upon third-party data providers.
  • Defects, errors or delays in our solutions could harm our reputation, which would harm our operating results.
  • Significant system disruptions, loss of data center capacity, or changes to our data hosting solutions could adversely affect our business, financial condition and operating results.
  • Seasonal fluctuations in marketing activity could adversely affect our cash flows.
  • Our corporate culture has contributed to our success, and if we cannot maintain it, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.
  • If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely affected.
  • We are dependent on the continued services and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.
  • Our international sales and operations subject us to additional risks that can adversely affect our business, operating results and financial condition.
  • If we do not manage our growth effectively, the quality of our solutions may suffer, and our business, financial condition and operating results may be negatively affected.
  • If currency exchange rates fluctuate substantially in the future, the results of our operations could be adversely affected.
  • Our ability to use net operating losses and certain other tax attributes to offset future taxable income may be limited.
  • Changes in tax laws or regulations could materially adversely affect our company.
  • Future acquisitions could disrupt our business and adversely affect our business, financial condition and operating results.
  • Charges to earnings resulting from our acquisitions may cause our operating results to suffer.
  • We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all, which may in turn hamper our growth and adversely affect our business.
  • Bringing new FI partners into our network may require considerable time and expense and can be long and unpredictable.
  • Bringing new FI partners into our network, or changes made by our existing FI partners, may impede our ability to accurately forecast the performance of our network.
  • If we are not able to maintain and enhance our brand, our business, financial condition and operating results may be adversely affected.
  • Risks Related to our Indebtedness
  • Servicing our debt may require a significant amount of cash. We may not have sufficient cash flow from our business to pay our indebtedness, and we may not have the ability to raise the funds necessary to settle for cash conversions of the 2024 Convertible Senior Notes or to repurchase the 2024 Convertible Senior Notes for cash upon a fundamental change, which could adversely affect our business and results of operations.
  • The conditional conversion feature of either series of 2024 Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operations.
  • Transactions relating to our 2024 Convertible Senior Notes may affect the value of our common stock.
  • Risks Related to Regulatory and Intellectual Property Matters
  • Failure to protect our proprietary technology and intellectual property rights could substantially harm our business, financial condition and operating results.
  • Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business, financial condition and operating results.
  • Our use of open-source software could negatively affect our ability to sell our solutions and subject us to possible litigation.
  • Risks related to our development, deployment, or use of AI and machine learning technologies could adversely affect our business, financial condition, results of operations, and reputation.
  • We are subject to government regulation, including import, export, economic sanctions and anti-corruption laws and regulations that may expose us to liability and increase our costs.
  • Risks Related to Ownership of Our Common Stock
  • The market price of our common stock has been and is likely to continue to be volatile.
  • We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
  • Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
  • General Risk Factors
  • Natural or man-made disasters, pandemics and other similar events may significantly disrupt our business, and negatively impact our business, financial condition and operating results.
  • An active trading market for our common stock may not be sustained.
  • Future sales of our common stock in the public market could cause our share price to decline.
  • If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.
  • Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.
  • Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism.

Legal proceedings

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

We are not presently a party to any other legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.7

Sources

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