Good day, and thank you for standing by. Welcome to Rezolve AI Business Update call and webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, please press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please note that today's conference is being recorded. I would now like to turn the conference over to your first speaker, Michael Guido. Please go ahead.
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 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 this 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 UK. I want to be very clear about what this represents for Rezolve. This is fundamentally a big data acquisition. It is a RezolvePay 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 Brainpowa 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 RezolvePay. Reward's 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, distribution pathways inside the payments layer. That shortens timelines and strengthens execution. From a platform perspective, excuse me, 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 profit 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 three 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 Reward 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 Reward's embedded banking relationships and transaction intelligence with Rezolve's Brain Commerce platform and RezolvePay creates significantly greater long-term opportunity than a traditional consolidation outcome would have provided. This is not the end of Reward's 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. RezolvePay gives us payment leverage.
Brain Commerce and Brainpowa 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.
Thank you. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Once again, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. We are now going to proceed with our first question, and the questions come from the line of Mike Latimore from Northland Capital Markets. Please ask your question.
All right. Excellent. Thanks, yeah, and congratulations on the transaction here. I guess two 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 translation or transaction layer, you know, when I think of, Rezolve's AI, 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, you know, 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, you know, 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 and the bank make more informed decisions. So 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'll enable us to make better conversions and better measurements for retailers in terms of sales.
Got it. And then just back on the so our bank is the bank vertical over half the revenue?
The bank vertical over half the revenue?
Yeah.
So, I think the best way to describe it is, it's an even match across our three 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.
All right. Excellent. Thank, thanks very much, best of luck there.
We are now going to proceed with our next question. The question comes from the line of Rohit Kulkarni from Roth Capital Partners . Please ask your question.
Hey, thank you. 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 2026. 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? Thanks.
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 gonna be announcing our results, you know, in a month and a month and a half. 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+ 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. GroupBy and Crownpeak collectively represented $90 million.
Reward represents 90 million. So, you know, you can, you can figure that through, and filter that through the numbers. We, we also said that we would exit 2026 with $500 million of ARR at the very least, and of course, we're, we're pretty bullish on, on these numbers. You know, the... I think what you're hinting at, Rohit, is, do we want to upgrade those numbers? And I, 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 gonna 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 piece?
Yeah, 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. You know, apart from what Dan has spoken about already, you know, 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. You know, and we obviously canvassed this with our customers as well, and, you know, our banks and our retail partners were really enthused and excited about the capability that Rezolve has, and then spoken about Brain Commerce and RezolvePay.
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, you know, 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 with a number one in the UK, 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, you know, is a growing $50-$60 billion market that we feel like together we're best positioned to capture.
I'd like to add to that, if I may, which is that, you know, if you look at this, you know, 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 RezolvePay, 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 partners 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. You know, Rezolve can use it, effectively as a customer, using the infrastructure to incentivize our own merchants and incentivizing the consumers who are using RezolvePay. So there's a lot of cross sell, upsell potential here, and we're very excited about the implications of that.
Okay, great. Thank you both. Thank you.
Thank you. We are now going to proceed with our next question. The questions come from the line of Thomas Forte from Maxim Group. Please ask your question.
Great. Thanks, Dan. So one question in two 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?
Thanks, Tom. First of all, you know, based on the audited numbers of Reward, they are profitable, materially profitable. So, and they have been for a number of years. So we obviously, you know, when we absorb them into our numbers, there's gonna be a... I don't want to talk about that until it's released. But, you know, it's been a profitable business for many years, and that's very reassuring. And they're growing as well. It's a growing growth business, a very well-run business. So we're very pleased that we bought this company on what we think are very fair terms for our shareholders. The second point about build and buy, you know, you know this, Tom, so, I'm surprised at you actually asking this question.
We are an extremely ambitious business, and we are laying down important foundational pieces right now in the early stage of our momentum, momentum and growth, so that we can fully capitalize on our market leadership position today and well into the future. We're building a significant moat with our anti-hallucinatory AI, with our SQD, you know, our data lake acquisition in the blockchain, with RezolvePay, with Reward, and as we lay down these pieces and we build upon them, we further consolidate our position in the market. So, you know, the activity that we're involved in now is part of the land grab and part of the consolidation of our market position.
Thank you, Dan.
We are now going to proceed with our next question. The questions come from the line of Brian Kinstlinger from Alliance Global Partners. Please ask your question.
Excuse me. Thanks, Dan. Congratulations. My first question is, can you speak to the timeline of the sales cycle for onboarding potential Reward customers onto your Brain Commerce platform?
That's a great question. And Brian, I'll be honest with you, we are not focused on that right now. Reward brings us the you know capability that we want to deploy, but it's an extremely well-run, growing business, so we're not urgently deploying our resources into their customers because we are having such momentum, as you know, organically at the moment with the sales team that's rolling out across the US and Europe, which we told the market would be complete by the end of the first half. There's already a large sales team that have been recruited. There's already significant momentum in the sales of that team. So, you know, going through the process, plowing the rich customer, customer-...
Customers of Reward as potential cross-upsell for Rezolve is not the first thing that we're doing, having made this acquisition. We see that that will be something. Once the team is bedded down, we will push more further into the cross-sell and upsell of our capabilities into their customer base. But it's not a, you know, first of March focus. It's more like Q2.
Got it. Thank you. And then my follow-up, to get a couple of statistics on Reward, what percentage of revenue is recurring? What was the growth rate, if you could share it in 2025 over 2024? And then maybe, Dan, help us understand the time to sustainable profitability for Rezolve.
On the first questions, I can't answer those, because we are in a close period, and we haven't released those numbers. So you've asked some numbers which I need validation before putting out there. You asked the other question about profitability. As you know, Rezolve was profitable in December of 2025, and, obviously, we've started to build out infrastructure in our sales organization, but we are generating profitable revenue. So we believe that we will be profitable towards the end of this year, as we stated in the market, and Reward adds profitable revenue to that process. So it may accelerate our profitability timeline.
Great. Thanks so much.
We are now going to proceed with our next question. The question comes from the line of Matt VanVleet from Cantor. Please ask your question.
Yeah, thanks for taking the questions. Can you maybe talk about the growth rates of the Reward platform across the three pillars you mentioned, banks, retail, and intelligence? Just sort of what those growth rates look like, how different is one versus the other?
Well, I want to leave this because I don't want Jamie to... Sorry, I've got some feedback. Sorry. Somebody needs to go on mute. The answer to that, Matt, it's, I can tell you that the business as a whole has double-digit growth rates. But we haven't released the specific numbers at this stage, but double digit, so you know, it's growing nicely. Jamie, if you can give some rough guideline on how that splits out between the three areas, that'd be great. I'll go on mute now.
Okay. Thanks, Dan. Consistent with Dan, I think generally we're seeing those double-digit growth rates around the 20% mark across all three of those business lines. You know, obviously, the makeup of the customer group is quite different. You know, if we bring a bank on board, you know, that brings millions and millions of consumers onto us, and so we kind of measure by eyeballs as well, not just the number of banks. So, I'd say it's fair to say that it's pretty consistent with what Dan said. So all three are growing healthily with lots of demand.
Okay, helpful. And then on the intelligence pillar you talked about, I guess, how similar is that offering to the Rezolve platform? You know, do you expect that to be sort of integrated over time, or will you plan for now it to be a separate product line?
So I'd say a bit of both. So I think Dan talked about, you know, feeding in our rich data sets into the current Rezolve model through the customer purchase cycle, you know, ultimately to help retailers convert sales. But what our intelligence platform also does is to support that customer purchase journey by giving more information to the retailer around their customer. So the Rezolve platform is very clear to see what is happening with the customer in the retail environment. What our intelligence solution does is give more context, more data, more insight in what that customer is doing outside of the retail environment. So whether they're shopping at a competitor, whether they're going to a different brand, what they're spending in the sector.
All of that will feed the models, so that we can actually have hyper-personalized, better product selection, better conversion rates, for the retailer as well.
All right, great. Thank you.
As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. We are now going to proceed with our next question. The question comes from the line of Scott Buck from H.C. Wainwright & Co. Please ask your question.
Hi, guys. Thanks for the time. Just, just one for me. I'm curious, Dan, if you guys could give a little bit more color on intent around integration and branding. Are you gonna rebrand Reward, or is this gonna operate as a subsidiary of Rezolve for, you know, at least a period of time?
So unlike the other acquisitions we've made and those that we have indicated to you that we plan to make in the area of search, enterprise search and some other areas related to that, Reward will be standalone as an operating business under Jamie's impressive stewardship, and we look to expand that business and help accelerate its growth into other markets. However, we will be cross-selling and upselling each of our products to each other. But as a branded entity, we will keep Reward, branded Reward, as part of Rezolve.
Okay, perfect. That, that's all I had, guys. I appreciate it. Thank you.
Thank you. We have no further questions at this time, so I hand back to you for closing remarks.
Thank you, and thank you to everyone joining our call today. As always, please feel free to reach out to us with any questions. We look forward to speaking with you all again in the near future.
This concludes today's conference call. Thank you all for participating. You may now disconnect your lines. Thank you.