News & Events

Material Modification to Rights of Security Holders. On June 3, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “ Charter Amendment ”) with the Secretary of State of the State of Delaware to effect (i) a reverse stock split at a ratio of 1-for-10 (the “ Reverse Stock Split ”) and (ii) a corresponding reduction in the total number of authorized shares of common stock from 100,000,000 shares to 10,000,000 shares (the “ Authorized…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 3, 2026, Cardlytics, Inc., a Delaware corporation (the “ Company ”), received a letter from the Listing Qualifications Staff (the “ Nasdaq Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that for the last 30 consecutive business days, the bid price of the Company’s common stock had closed below $1.00 per share, the minimum closing bid price required by the co…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On May 10, 2026, Nick Lynton, Chief Legal and Privacy Officer of Cardlytics, Inc. (the “Company”), notified the Company of his intent to resign from such position, effective as of the earlier of the appointment of his successor or the close of business on July 3, 2026 (the “Effective Date”). In connection with Mr. Lynton’s resignation, on May 10, 2…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 7, 2026, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this

of the Prior Current Report is incorporated herein by reference. On March 24, 2026 (the “Closing Date”), the Company, PAR and Buyer completed the Bridg Sale. Pursuant to the Purchase Agreement, on the Closing Date, PAR delivered to the Company 1,810,222 shares of PAR’s common stock as consideration for the Bridg Sale. The foregoing is description of certain terms of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of the Purchase Agreement, a co…

COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS As previously disclosed by Cardlytics, Inc. (the “Company”) on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 26, 2026 (the “Prior Current Report”), on January 23, 2026, the Company, PAR Technology Corporation (“PAR”) and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR (“Buyer”), entered into an asset purchase agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acqu…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 4, 2026, the Company issued a press release announcing its financial results for the quarter and year ended December 31, 2025, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this

Entry into a Material Definitive Agreement. On January 23, 2026 (the “Signing Date”), Cardlytics, Inc. (the “Company”), PAR Technology Corporation (“PAR”) and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR (“Buyer”), entered into an asset purchase agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acquire all of the Company’s assets, properties and rights primarily related to, or primarily used in, its Bridg platform (the “Purchased Assets” and the sale by the…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On December 18, 2025, Cardlytics, Inc. (the “Company”) announced the appointment of David Evans as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective as of January 12, 2026 (the “Start Date”). Mr. Evans will replace Alexis DeSieno as the Company’s principal financial officer and principal…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On December 3, 2025, Alexis DeSieno, the Company’s Chief Financial Officer, notified the Company of her intent to resign as Chief Financial Officer, effective as of the earlier of the appointment of her successor or the close of business on March 6, 2026. Ms. DeSieno’s resignation is not the result of any disagreement with the Company on any matter…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 5, 2025, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this

COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. On October 1, 2025, Cardlytics, Inc. (the “Company”) committed to a plan to reduce its workforce by approximately 90 full-time employees, representing approximately 24% of the Company’s current workforce (the “Plan”). The Plan is intended to optimize the Company’s cost structure and is part of a broader cost-reduction initiative that also includes measures beyond full-time employee reductions. The Company estimates that it will incur non-recu…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 6, 2025, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 7, 2025, Cardlytics, Inc. (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to Schedule #1 of the Master Agreement, as previously amended (the “Master Agreement”), with JPMorgan Chase Bank, National Association. The Fourth Amendment extends the term of the Master Agreement until November 18, 2028, and further amends provisions related to Supplier Billings Share, Incentive Bonus, Quality Credits, and certain other matter…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS. On June 23, 2025, Cardlytics, Inc. (the “Company”) and Amit Gupta, the Company’s Chief Executive Officer, entered into (i) an amended and restated offer letter (the “A&R Offer Letter”) that amends the terms of Mr. Gupta’s equity compensation under his existing offer letter (the “Existing Offer Letter”) and (ii) an amended and restated severance agre…

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Approval of 2025 Equity Incentive Plan As described in

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 7, 2025, Cardlytics, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this

OTHER EVENTS On April 16, 2025, the Company entered into an amendment (the “Amendment”) to its amended and restated loan and security agreement, dated as of September 30, 2024 (as amended to date, the “Loan Facility”), by and among the Company, certain subsidiaries of the Company named therein, and Banc of California. The Amendment amended the Loan Facility to, among other things, extend the maturity date to April 15, 2028. The Company did not borrow any funds in connection with the Amendment…

TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT As previously disclosed, on July 7, 2022, Cardlytics, Inc. (the “Company”) and Bank of America, N.A. (“Bank of America”) entered into a General Services Agreement (the “GSA”) and related Statement of Work (the “Statement of Work”). The Company and Bank of America subsequently entered into a Statement of Work Change Order, dated May 24, 2024 (together with the GSA and Statement of Work, the “Agreements”). Pursuant to the Agreements, the Company pu…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 12, 2025, the Company issued a press release announcing its financial results for the quarter and year ended December 31, 2024, as well as information regarding a conference call to discuss these financial results and the Company’s recent corporate highlights. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this