Rezolve Ai PLC Expands Core AI Commerce Platform with Acquisition of Reward Loyalty UK Limited

Rhea-AI Summary

Rezolve Ai (NASDAQ: RZLV) agreed to acquire 100% of Reward Loyalty UK Limited for US$230 million in an all-cash, non-dilutive deal announced Feb 10, 2026. The acquisition is expected to add approximately $90 million of EBITDA-accretive revenue for fiscal 2025 and be self-financing.

Reward brings live enterprise deployments across hundreds of retailers, dozens of banks (including Barclays and NatWest), distribution via Visa and other payment networks, and reach to tens of millions of cardholders, which Rezolve Ai says will expand RezolvePay and its agentic Brain Commerce platform.

Positive

• All-cash $230 million purchase funded from existing resources
• $90 million of EBITDA-accretive revenue added for fiscal 2025
• Transaction is fully non-dilutive with no equity issuance or financing
• Immediate enterprise distribution across hundreds of retailers and dozens of banks
• Strategic partnership distribution via Visa and support for Mastercard and American Express
• Integration expected to strengthen RezolvePay and agentic Brain Commerce capabilities

Negative

• None.

Key Figures

Acquisition price: $230 million Added revenue: Approximately $90 million Registered resale shares: 37,000,000 shares +5 more

8 metrics

Acquisition price $230 million All-cash consideration for Reward Loyalty UK Limited

Added revenue Approximately $90 million EBITDA-accretive revenue for fiscal year 2025

Registered resale shares 37,000,000 shares Form F-3/A shelf resale registration

PIPE gross proceeds $200 million PIPE financing referenced in F-3/A shelf

Global ad spend $1 trillion Forecast annual global advertising expenditure

Retail media spend $176.9 billion Portion of global ad spend (~15.9%) in retail media

Conversational commerce 2024 $17.2 billion Forecast market size in 2024

Conversational commerce 2030 $56.9 billion Forecast market size in 2030

Market Reality Check

Price: $2.70 Vol: Volume 14,535,545 is belo...

low vol

$2.70 Last Close

Volume Volume 14,535,545 is below the 20-day average of 34,460,115, suggesting muted positioning pre-news. low

Technical Shares at $2.70 are trading below the 200-day MA of $3.39 and 68.05% under the 52-week high.

Peers on Argus

RZLV was down 1.1% while most close software peers were modestly higher (e.g., N...

RZLV was down 1.1% while most close software peers were modestly higher (e.g., NYAX +2.2%, RAMP +1.15%), pointing to stock-specific dynamics rather than a sector-wide move.

Previous Acquisition,AI Reports

5 past events · Latest: Dec 01 (Positive)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 01	AI acquisition	Positive	-10.5%	Crownpeak acquisition adding ~$70M revenue and expanded digital experience footprint.
Oct 09	AI acquisition	Positive	-7.4%	Subsquid blockchain data platform added large data lake and indexing capabilities.
Oct 07	Payments acquisition	Positive	-4.5%	Smartpay acquisition to power global digital asset payment infrastructure.
Aug 18	Business combination	Positive	+13.6%	One-year anniversary of business combination with Armada highlighting scale metrics.
Mar 26	AI acquisition close	Positive	-1.4%	Closing of GroupBy deal to enhance AI-powered search and product discovery.

Pattern Detected

AI acquisition headlines have often been followed by negative price reactions, with only one clearly positive response in the past five tagged events.

Recent Company History

Over the last year, Rezolve Ai has repeatedly used acquisitions to build its AI‑commerce stack. Deals like GroupBy, Subsquid, Smartpay and Crownpeak expanded payments, data and product discovery capabilities, while the Armada combination on Aug 18, 2025 marked its de‑SPAC milestone. Despite generally positive strategic framing, most prior acquisition,AI announcements saw negative next‑day moves. Today’s Reward acquisition fits this roll‑up pattern, adding scale and profitability to the existing Brain Commerce platform.

Historical Comparison

acquisition,AI

-2.0 %

Average Historical Move

Historical Analysis

Past acquisition,AI releases averaged a -2.03% move, indicating that strategically positive M&A updates have often coincided with short‑term selling pressure.

Typical Pattern

Rezolve Ai has used serial acquisitions—GroupBy, Smartpay, Subsquid, Crownpeak—to build an integrated AI commerce, data and payments stack, with today’s deal extending that consolidation strategy.

Regulatory & Risk Context

Active S-3 Shelf · $200 million

Shelf Active

Active S-3 Shelf Registration 2025-10-17

$200 million registered capacity

An active Form F-3/A shelf registers 37,000,000 Ordinary Shares for resale tied to a prior PIPE that generated about $200 million in gross proceeds. Rezolve will not receive additional cash from these resale transactions, but selling-holder activity under the shelf could influence trading liquidity and price volatility.

Market Pulse Summary

This announcement adds a profitable, AI-driven loyalty and commerce media platform through a $230 mi...

Analysis

This announcement adds a profitable, AI-driven loyalty and commerce media platform through a $230 million all-cash acquisition expected to contribute about $90 million of EBITDA-accretive revenue. It extends Rezolve Ai’s ongoing M&A program that has built payments, data and discovery capabilities. Investors may track how management integrates Reward alongside prior deals and how execution compares with guidance and the historically mixed share-price responses to similar acquisition news.

Key Terms

ebitda-accretive, conversational commerce, retail media

3 terms

ebitda-accretive financial

"adds approximately $90 million of EBITDA-accretive revenue, self-financing profitable"

A transaction described as EBITDA-accretive is expected to raise the company’s EBITDA (earnings before interest, taxes, depreciation and amortization) after the deal closes, often on a per-share basis. Investors care because it suggests the deal will immediately boost underlying operating profit—like adding a faster-running engine to a car’s existing motor—implying higher cash flow potential and better coverage for debt or dividends.

conversational commerce technical

"Together, Rezolve Ai and Reward bring conversational commerce and commerce media together"

Conversational commerce is selling and supporting products through real-time conversations on chat, messaging apps, or voice assistants, where customers can ask questions, get recommendations, and make purchases without leaving the conversation. It matters to investors because it can lower the friction and cost of sales, boost conversion and customer loyalty like a helpful salesperson in your pocket, and create data streams that signal faster revenue growth and scalability for companies.

retail media technical

"Global advertising expenditure is forecast to approach $1 trillion annually with retail media"

Retail media is the practice of retailers selling advertising space and promotional placements on their websites, apps, in-store screens and checkout areas, using their customer shopping data to target ads. It matters to investors because it creates a high-margin, recurring revenue stream for retailers—like a grocery store renting its endcap for featured products—and can boost profit and valuation by turning customer traffic into advertising sales.

AI-generated analysis. Not financial advice.

$230 million all-cash, non-dilutive transaction adds approximately $90 million of EBITDA-accretive revenue, self-financing profitable growth and immediate strategic scale 
Expected to further expand RezolvePay and agentic Brain Commerce reach across tens of millions of cardholders, hundreds of global retailers and the world’s leading payment networks

NEW YORK, Feb. 10, 2026 (GLOBE NEWSWIRE) -- Rezolve Ai (NASDAQ: RZLV), a global provider of AI-driven commerce and payments infrastructure, today announced the acquisition of 100% of Reward Loyalty UK Limited (“Reward”) for US$230 million, payable entirely in cash from existing resources, strengthening Rezolve Ai’s core AI-commerce platform with profitable, self-financing growth at scale, supported by Reward’s live enterprise deployments across banking and retail.

The Reward transaction is fully non-dilutive, requires no equity issuance, no seller paper, and no financing and when combined with Rezolve Ai’s business, is expected to be EBITDA-accretive, self-financing, and supportive of profitable top-line growth from completion.

Daniel M. Wagner, Founder, Chairman and CEO of Rezolve Ai, commented:
“Reward is a profitable, scaled platform that sits directly at the heart of AI-driven commerce, already operating at scale, where discovery, engagement, transaction and loyalty converge. Acquiring it entirely for cash allows us to capture that value at an attractive point, while adding a strong revenue base, profitable growth and immediate strategic scale. This is not a diversification move; it materially advances our core AI commerce strategy by embedding Rezolve Ai deeper into everyday consumer spend across banks, retailers and payment networks.”

Gavin Dein, Founder and Deputy Chairman of Reward, said:
“Reward powers some of the world’s largest customer engagement programs at the intersection of banking and retail, delivering trusted transaction and behavioral insights that drive measurable growth and lasting loyalty. Rezolve Ai’s platform and RezolvePay capabilities extend that vision, enabling us to scale personalized, transaction-linked rewards globally across banks, retailers, and payment networks while preserving the simplicity and compliance that underpin our network.”

Financial Impact

• Approximately $90 million of EBITDA-accretive revenue for fiscal year 2025
• Profitable, self-financing operating model with positive unit economics
• Supports sustained top-line growth without incremental group funding
• Fully non-dilutive to Rezolve Ai shareholders
  
  

Rezolve Ai believes the acquisition of Reward represents a disciplined deployment of capital, converting balance-sheet strength into immediate profitability and scale at a valuation that reflects disciplined pricing for a profitable, scaled platform with durable enterprise distribution and clear long-term growth potential.

Global Scale, Embedded Distribution
Reward operates a large-scale, customer engagement and commerce media platform embedded across hundreds of leading global retailers and dozens of major banks across Europe, the Middle East, and Asia. The platform is further distributed through its strategic partnership with Visa, the global payment network, and supports transactions across other major global payment networks, including Mastercard and American Express.

Reward’s platform is live today across major banking and retail partners with established enterprise contracts and recurring revenue streams underpinning its profitable operating model.

Reward reaches tens of millions of active cardholders across three continents, delivering hyper-personalized offers directly through trusted banking relationships, including institutions such as Barclays and NatWest. Loyalty rewards are triggered automatically across in-store, online, and remote transactions whenever an enrolled card is used seamlessly, securely, and without changing consumer behavior.

Strategic Fit with RezolvePay and Agentic Commerce
The acquisition of Reward directly strengthens Rezolve Ai’s core Brain Commerce platform, embedding AI-driven discovery, engagement, transaction and loyalty into a unified operating model. Reward’s customer engagement and commerce media capabilities sit upstream of payment and fulfilment, making the platform a natural extension of Rezolve Ai’s agentic commerce architecture rather than an adjacent or standalone business.

Together, Rezolve Ai and Reward bring conversational commerce and commerce media together on a shared AI foundation, enabling closed-loop engagement where discovery, conversation, transaction and measurement reinforce one another.

This integration materially strengthens Rezolve Ai’s RezolvePay proposition by enabling rewards, personalization and monetization across everyday spending, while maintaining enterprise-grade compliance and attribution across physical and digital channels.

Reward’s platform is natively aligned with Rezolve Ai’s product roadmap and customer base, representing a direct extension of its AI commerce capabilities rather than a diversification into unrelated services.

Addressable Market Opportunity
The combined platform addresses two fast-growing markets at the intersection of advertising, commerce, and payments. Global advertising expenditure is forecast to approach $1 trillion annually with retail media expected to account for approximately $176.9 billion, or ~15.9% of global ad spend.

In parallel, conversational commerce is forecast to grow from approximately $17.2 billion in 2024 to $56.9 billion by 2030, positioning the combined platform to address these converging markets through a unified, transaction-linked model.

Transaction Certainty

• All-cash consideration of US$230 million
• Funded entirely from existing cash resources
• No equity issuance or contingent consideration
• No financing or valuation-linked conditions
  
  

Management and Integration
Reward’s senior leadership team is expected to remain in place, ensuring continuity and operational stability. Rezolve Ai plans a phased integration approach focused on preserving Reward’s profitability while selectively introducing platform synergies.

Ongoing Capital Discipline
Rezolve Ai remains focused on disciplined capital allocation, prioritizing profitable, EBITDA and cash-generative acquisitions that enhance long-term shareholder value while avoiding unnecessary dilution. The Company does not anticipate issuing equity in connection with this transaction.

About Rezolve Ai
Rezolve Ai (NASDAQ: RZLV) is an industry leader in AI-powered solutions, specializing in enhancing customer engagement, operational efficiency, and revenue growth. The Brain Suite is the world’s first enterprise AI platform built for Agentic Commerce, delivering advanced tools that harness artificial intelligence to power search, transact, fulfill, and personalize at global scale. For more information, visit www.rezolve.com.

Media Contact
Rezolve Ai
Urmee Khan - Global Head of Communications
urmeekhan@rezolve.com
+44 7576 094 040
 investors@rezolve.com 

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The actual results of Rezolve Ai plc (“Rezolve”) may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, “design” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include Rezolve’s statements regarding the anticipated strengths and benefits of the Reward transaction and forecasted market share. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Rezolve’s Annual Report on Form 20-F and its subsequent filings made with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside Rezolve’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) competition, the ability of Rezolve to grow and manage growth profitably, and retain its management and key employees; (2) changes in applicable laws or regulations; and (3) weakness in the economy, market trends, uncertainty and other conditions in the markets in which Rezolve operates, and other factors beyond its control, such as inflation or rising interest rates. Rezolve cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Except as required by applicable law, Rezolve does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

FAQ

How much did Rezolve Ai (RZLV) pay for Reward Loyalty and how was it funded?

Rezolve Ai agreed to acquire Reward Loyalty for US$230 million in cash. According to Rezolve Ai, the consideration is funded entirely from existing cash resources with no equity issuance or financing.

What revenue or EBITDA impact does the Reward Loyalty acquisition have for RZLV?

The acquisition is expected to add approximately $90 million of EBITDA-accretive revenue for fiscal 2025. According to Rezolve Ai, the deal is projected to be self-financing and supportive of profitable top-line growth.

Will the Reward Loyalty deal dilute Rezolve Ai (RZLV) shareholders or require financing?

No dilution or financing is expected from the transaction. According to Rezolve Ai, the transaction is fully non-dilutive, requires no equity issuance, no seller paper, and no external financing.

How does Reward Loyalty fit Rezolve Ai’s product strategy and RezolvePay?

Reward Loyalty is positioned to embed loyalty and commerce media into Rezolve Ai’s Brain Commerce platform. According to Rezolve Ai, the integration strengthens RezolvePay by enabling rewards, personalization, and monetization across everyday spending.

What scale and distribution does Reward Loyalty bring to Rezolve Ai (RZLV)?

Reward reaches tens of millions of active cardholders across three continents and works with hundreds of retailers and dozens of banks. According to Rezolve Ai, Reward also distributes offers via Visa and other major payment networks.

Will Reward Loyalty’s management remain after the acquisition by Rezolve Ai (RZLV)?

Rezolve Ai expects Reward’s senior leadership team to remain in place to ensure continuity. According to Rezolve Ai, a phased integration will focus on preserving Reward’s profitability while pursuing selected platform synergies.