Reward Loyalty UK Limited (RZLV) Earnings Call Transcript & Summary

Thank you, and good morning to everyone. Welcome to Rezolve's February 2026 Business Update Conference Call, where we will be discussing the company's recent acquisition of Reward Loyalty as announced in our press release earlier this week. Leading today's discussion is Dan Wagner, Rezolve's Founder and CEO, who will be joined by Reward's CEO, Jamie Samaha. Today's discussion will include statements that constitute forward-looking information or forward-looking statements. These statements reflect management's current beliefs and expectations and are subject to a number of factors that may cause actual results to differ materially from those statements. These statements do not guarantee future performance, and therefore, undue reliance should not be placed upon them. We do not intend to update these forward-looking statements as a result of new information or future developments, except as required by law. Additionally, our discussion may include both GAAP and non-GAAP financial measures. These non-GAAP financial measures should be viewed in addition to and not as a substitute for reported results prepared in accordance with U.S. GAAP. Finally, please note that any financial results discussed for the month of December 2025 as well as the full year ended December 31, 2025, are preliminary and unaudited and thus inherently uncertain and subject to change. The company is in the process of completing its year-end close and its independent certified public accounting firm is in the process of conducting its audit in accordance with PCAOB standards, and there can be no assurance that the company's final audit results for this period will not differ from the preliminary results in today's discussion. As a reminder, today's conference call is being recorded, and the replay will be available on our Investor Relations website. At this time, I'd like to turn the call over to Dan.

Thank you very much, Michael, and thank you, everybody, for joining us this morning. On Tuesday, we completed the $230 million all-cash acquisition of Reward Loyalty U.K. And I want to be very clear about what this represents for Rezolve. This is fundamentally a big data acquisition. It is a Rezolve Pay acceleration, and it materially strengthens our Brain Commerce platform at the transaction layer. Reward is a scaled, profitable transaction intelligence business embedded inside major global financial institutions and hundreds of leading retailers. This is not an early-stage capability. It is infrastructure that operates at the point of payment, generating recurring revenue and operating at meaningful scale. What makes this strategically powerful is the data layer. Reward sits directly within live payment environments, which means access to real permissioned transaction data. When that transaction intelligence is combined with our Brain Commerce platform and Brain Power AI models, the effectiveness of our AI increases materially. AI informed by real purchase behavior is significantly more precise and commercially impactful than AI operating without it. This acquisition strengthens our data position in a way that is difficult to replicate. It also materially accelerates Rezolve Pay. Rewards long-standing banking integrations and relationships give us strategic access into tens of millions of cardholders through established financial ecosystems. Rather than building wallet adoption purely from the outside, we now have embedded distribution pathways inside the payments layer. That shortens time lines and strengthens execution. From a platform perspective, Reward complements Brain Commerce by adding the merchant-funded offer engine, loyalty integration and transaction intelligence layer. When you bring these together, Rezolve now operates across AI-driven commerce, embedded payment rails, loyalty economics and closed-loop transaction data. That is a full stack commerce infrastructure position, and it places us structurally closer to the core of the transaction ecosystem. Financially, this strengthens us as well. Reward is profitable. We completed this transaction entirely in cash. Rezolve currently has over $100 million in cash on the balance sheet. And given our operating trajectory and the additional revenue and profitability this acquisition brings, we do not require additional capital to execute our strategy. That balance sheet position provides stability and flexibility as we scale. Commerce today is converging. Payments, data, AI and loyalty are no longer separate verticals. With this acquisition, Rezolve now operates across that entire stack embedded directly at the transaction layer rather than operating at the edge. That distinction matters strategically. I'd now like to introduce Jamie Samaha, CEO of Reward. Jamie brings deep experience from Mastercard and has long understood the strength of the Reward platform from inside the global payments ecosystem.

Thank you, Dan, and good morning, everyone. Leading reward has been an extraordinary journey. We've built a profitable, deeply embedded transaction intelligence platform across major financial institutions and global retailers. Before joining reward almost 3 years ago, I spent many years at Mastercard in global roles. And so from the inside of the global payments ecosystem, I had visibility into the platforms operating at scale and eward always stood out. I admired its architecture, the merchant economics and its integration depth long before I had this opportunity to lead it. Now as part of our strategic review process and along the way, we've had many suitors and investors from the payments and data world, including most recently, Experian. And the Board evaluated these approaches carefully. And I'm happy to say, ultimately, we chose Rezolve AI, not simply because of the transaction terms, but because of the strategic alignment and long-term growth potential. Rezolve is building an AI-native commerce infrastructure company and the focus on embedding AI directly into the transaction layer, along with their product velocity and the ambition for growth aligns strongly with our vision. We believe that combining rewards embedded banking relationships and transaction intelligence with Rezolve's Brain Commerce platform and Rezolve Pay creates significantly greater long-term opportunity than a traditional consolidation outcome would have provided. This is not the end of Reward story. Actually, it's an expansion of it. And we're excited and so is the team on what we can now build together. Thanks, Dan.

Thank you, Jamie. Let me be direct. This acquisition materially changes Rezolve's position in the market. We're no longer building towards scale. We are operating at scale. We now combine profitable transaction intelligence, embedded global banking relationships, AI-native commerce infrastructure and a strong balance sheet with over $100 million of cash. We executed this transaction in cash. We strengthened our margins. We expanded distribution into tens of millions of cardholders, and we did so without the need to raise additional capital. That combination, profitability, data, distribution and capital strength is rare. Commerce is consolidating around platforms that control the transaction layer. Data, payments and AI are converging into a single operating stack. Rezolve now sits inside that stack not at the edge, not as a feature, but as infrastructure. Reward gives us live transaction data. Rezolve Pay gives us payment leverage. Brain Commerce and Brain Power gives us intelligence at scale. Together, that creates a structurally stronger competitive position. We believe the market is only beginning to understand what that combination represents. We are focused on disciplined execution, but we're building with ambition. This is not an incremental progress. This is acceleration. We look forward to demonstrating that in the results we deliver. Thank you, and we'll now take questions.

[Operator Instructions]. We are now going to proceed with our first question. And the questions come from the line of Mike Latimore from Northland Capital Markets.

All right. Excellent. Congratulations on the transaction here. I guess 2 questions sort of jump out. One is, what is the mix of banking versus retail customers at Reward? And then also, when you talk about putting AI into the transaction layer, and I think of Rezolve AI is sort of a proprietary language model in particular. So maybe help me understand how that works in the transaction layer.

Jamie, I think you can answer that about Reward insights and your relationships with banks and customers.

Sure. Thanks, Mike. So if I think about our global banking and retail partnerships, I think the best way to describe it is in the markets we operate, we tend to work with the largest banks in the market, which is ultimately where our tens of millions of cardholders come from. On the retail side, we work with hundreds and hundreds of retailers in each of those markets where we build a really strong ecosystem between those cardholders and also the retailers as well. And these are everyday retailers. These are not kind of small names you've never heard of. If I give you some names, it's the likes of Amazon, Uber, McDonald's, Starbucks, Adidas, Nike, so household brands, big spend categories. In terms of the transaction data, we use our intelligence and the data that we get access to, and it's first-party data as well. Really to help the retailers in the bank make more informed decisions. So we clean -- we use AI to clean the data, match the data and drive hyper-personalized content. So if you think about the context with Rezolve, we will ultimately have the data to take the consumer through the journey of a full customer life cycle purchase. So that will enable us to make better conversions and better measurements for retailers in terms of sales.

Got it. And then just back on the -- so is the bank vertical over half the revenue?

The bank vertical over half the revenue. So it's -- I think the best way to describe it is it's an even match across our 3 pillars between our banking sector, our retail sector and then our intelligence monetization as well in terms of the split. The banking revenue, like you can appreciate, is a platform recurring long-term contract fee. And so from that perspective, it's a really attractive revenue line for us.

We are now going to proceed with our next question. And the questions come from the line of Rohit Kulkarni from ROTH Capital Partners.

Congrats, Dan. Congrats, Jamie. Maybe one for Dan and one for you, Jamie. Dan, big picture, maybe talk about how you're thinking growth in '26. In the past, you've talked about organic, inorganic and partnerships, how that changes with this significant deal at the beginning of the year and perhaps talk through rest of the year as well. And then, Jamie, you talked -- you mentioned that you chose Rezolve over others. Perhaps comment on how do you feel the revenue synergies could unfold as both Reward and Rezolve get more integrated, where do you feel are the near-term upsell opportunities within the Reward customer base for Rezolve's value prop today?

Rohit, thank you very much. I'll start, as you say, with the expectations for this year. You know we're in a close period. We're going to be announcing our results in a month or 1.5 months. But we have already told the market that we exited 2025 with $209 million of recurring revenue. And of course, Reward adds another $90 million to that. So we're now at $300 million. We gave the market an indication of $350 million plus for full year revenue for 2026, which in itself is an extraordinary achievement when we had no revenue in January of 2025. And you know that much of that is organic, and there's been some acquisitions as well. Groupbuy and Crownpeak collectively represented $90 million. Reward represents $90 million. So you can figure that through and filter that through the numbers. We also said that we would exit 2026 with $500 million of ARR at the very least. And of course, we're pretty bullish on these numbers. The -- I think what you're hinting at, Rohit, is do we want to upgrade those numbers? And I just don't think there's a necessary need for that at this stage. We're right at the beginning of the year. The market is skeptical of the numbers we put out, obviously, but we're going to demonstrate those numbers as we push out our formal results. And we'll update the investor base as we continue to do regularly throughout the year, so you can see how our progress is developing and plan that forward on your own basis. Jamie, do you want to pick up the other?

Yes. I'll take -- Rohit, I'll take the second part of your question around why Reward chose Rezolve AI and some of the thoughts around the synergies and the opportunities. Apart from what Dan has spoken about already, we're really impressed with the caliber of the executive team that Dan has pulled together and the tech stack and the AI capability. So that was all well and good. But I think what drove ultimately as well was what this meant for our customers. And we obviously canvass this with our customers as well. And our banks and our retail partners were really enthused and excited about the capability that Rezolve has, and Dan's spoken about Brain Commerce and Rezolve Pay. We have Visa, for example, as a key strategic partner of ours, so we can distribute our products and our capabilities through the Visa network in many, many countries around the world. And so what I see then is a combination of a few things. One is together we can really service retailers for that end-to-end customer purchase life cycle. But in addition to that, there are, I think, really major upsell opportunities for our current banks and our current retailers to take Rezolve AI products in and their own self, whether it's the AI capability or the payments capability as well. So we're quite bullish around that, both not only within our existing customer base. But I think we give Rezolve a really great footprint. We're the #1 in the U.K., across Europe, across the Middle East and Asia. But then if you think about the broader market opportunity as well, where payments advertising and commerce are intersecting media and conversational commerce is a growing $50 billion, $60 billion market that we feel like together, we're best positioned to capture.

And I'd like to add to that, if I may, which is that if you look at this independently, you've got Reward with a fantastic loyalty infrastructure that is being used by banks to provide loyalty to their cardholders and by retailers to provide loyalty to their customers. And we have world-class AI and agentic commerce products and solutions together with a Rezolve Pay, which is a revolutionary way to pay using stable coins and cryptocurrency. Now expanding Reward into the United States is an opportunity independent of anything that we would be doing as a partner with them. And we can give them the infrastructure and the ability to do that because we're connected to so many merchants in the United States and in other markets. For us to integrate our technologies and our capabilities into their customers is another upsell capability. But then we can use the Reward platform as a customer. Rezolve can use it effectively as a customer, using the infrastructure to incentivize our own merchants and incentivizing the consumers who are using Rezolve Pay. So there's a lot of cross-sell, upsell potential here, and we're very excited about the implications of that.

We are now going to proceed with our next question. And the questions come from the line of Thomas Forte from Maxim Group.

Great. So one question and 2 parts. On your strategic M&A strategy, what gives you confidence that reward and the other deals you're doing are accretive? And then second part, can you update us on your build versus buy strategy when it comes to strategic M&A?