CDLX CEO Equity Deal: $5M Stock Grant, Potential 2.2M-Share Dilution

Rhea-AI Filing Summary

Cardlytics, Inc. (NASDAQ: CDLX) filed an 8-K disclosing revised employment terms for Chief Executive Officer Amit Gupta. On 23 June 2025 the Board approved an Amended & Restated Offer Letter that immediately granted Mr. Gupta 1,000,000 time-based RSUs and 200,000 performance-based PSUs under the 2025 Equity Incentive Plan. The RSUs vest 50 % one year after the grant date and quarterly thereafter through year two. The PSUs vest over a three-year period beginning 1 April 2025, contingent on achieving predetermined share-price targets, with no vesting before 1 April 2026. If Gupta departs before 16 August 2025, any vested RSU value must be repaid in cash.

The company also committed to issue, on or before 31 May 2026, additional equity awards valued at up to $5 million (maximum 1.2 million shares). If the full amount is granted, 1.0 million would be RSUs and 0.2 million PSUs; final terms will be set by the Board or Compensation Committee.

An Amended & Restated Severance Agreement entitles Gupta to 18 months of base salary and medical coverage upon termination without Cause or resignation for Good Reason. Should such termination occur within three months before—or one year after—a Change in Control, all unvested equity will accelerate and fully vest. Other severance terms are unchanged from the prior agreement.

The package strengthens leadership retention and aligns incentives with share-price performance, but authorizes issuance of up to 2.2 million additional shares, implying potential dilution for existing shareholders and increased severance liabilities.

Positive

• Retention alignment: 200,000 PSUs tie CEO compensation to sustained share-price performance over a three-year horizon.
• Non-cash compensation: Equity awards conserve cash while motivating management.
• Short-term claw-back: RSU value must be repaid in cash if the CEO departs before 16 August 2025, offering minimal downside protection.

Negative

• Share dilution: Up to 2.2 million new shares (≈6-7 % of float) may be issued, diluting existing holders.
• Rich severance: 18-month salary and full vesting upon Change in Control increase potential exit costs.
• Limited performance weighting: Majority of immediate grant (1,000,000 shares) is time-based, not performance-based.

Insights

Financial Analyst

TL;DR: CDLX locks in CEO with $5M stock grant plus future $5M, boosting alignment but adding dilution risk; overall neutral.

The new equity package provides two years of time-based RSUs and three years of performance PSUs, directly linking CEO upside to sustained share-price gains. From a cash-flow standpoint, the awards are non-cash, preserving liquidity. However, issuing up to 2.2 million shares equates to roughly 6-7 % of current shares outstanding, creating dilution that may weigh on valuation unless offset by performance. The 18-month salary severance is standard for peer group, yet the immediate full acceleration on a Change in Control increases takeover-related costs. Net effect is retention-focused and strategically reasonable, but not materially transformative.

Corporate Governance Expert

TL;DR: Governance impact mixed—strong retention incentives, but generous acceleration and sizeable potential dilution raise shareholder concerns.

Best-practice features include PSUs tied to objective share-price hurdles, fostering pay-for-performance. Nonetheless, granting the maximum permissible shares in RSUs rather than PSUs could weaken the performance link. The cash claw-back if Gupta resigns before 16 August 2025 is positive but short in duration. Full vesting upon Change in Control within a 15-month window represents a single-trigger-plus structure that proxy advisors often criticize. Overall, the amendments tilt slightly negative for governance optics, although they may be justified to secure leadership stability during a critical growth phase.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

0001666071false00016660712025-06-232025-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2025

CARDLYTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-38386						26-3039436
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
675 Ponce de Leon Avenue NE, Suite 4100			Atlanta			Georgia			30308
(Address of principal executive offices, including zip code)
			(888)			798-5802
(Registrant's telephone, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class			Trading symbol			Name of each exchange on which registered
Common Stock			CDLX			The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 5.02 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 agreement (the “A&R Severance Agreement”) that provides certain additional severance benefits, as described further below.

Amended and Restated Offer Letter

As previously announced, pursuant to the terms of the Existing Offer Letter, the Company had agreed to grant Mr. Gupta restricted stock units and performance stock units no later than May 31, 2025, with a value of $5,000,000, but no more than 1,000,000 shares in total (the “Second Tranche Awards”). Pursuant to the A&R Offer Letter, on June 23, 2025 (the “Grant Date”), the terms of the Second Tranche Awards were amended and Mr. Gupta was granted 1,000,000 RSUs (the “Second Tranche 2025 RSUs”) and 200,000 PSUs (the “Second Tranche 2025 PSUs”) pursuant to the terms of the Company’s 2025 Equity Incentive Plan (the “Plan”). The Second Tranche 2025 RSUs will vest over a period of two years from the Grant Date, with 50% of the Second Tranche 2025 RSUs vesting on the one-year anniversary of the Grant Date and the remaining 50% vesting in equal quarterly amounts thereafter, subject to Mr. Gupta’s continuous service with the Company as of each such vesting date. The Second Tranche 2025 PSUs will vest based on the achievement of specified price per share targets over a three-year performance period commencing April 1, 2025, provided that no shares will vest prior to April 1, 2026 and subject to Mr. Gupta’s continuous service with the Company as of each such vesting date. If Mr. Gupta terminates his employment with the Company for any reason prior to August 16, 2025, Mr. Gupta will be required to repay the Company an amount in cash that is equal to the pre-tax value upon vesting of any shares of common stock received from the Second Tranche 2025 RSUs.

In addition, pursuant to the A&R Offer Letter, on or before May 31, 2026, subject to approval by the Board of Directors (the “Board”) or the Company’s Compensation Committee, the Company has agreed to grant Mr. Gupta additional RSUs and/or PSUs (the “2026 RSUs”) with a value of $5,000,000, calculated based on the average share price over the trailing 30 trading days, but in no case representing more than 1,200,000 shares, under the Plan. The relevant terms of the 2026 RSUs will be determined by the Board or the Compensation Committee at the time of grant; provided, however, that if Mr. Gupta is granted the maximum 1,200,000 shares, 1,000,000 of the shares shall be in the form of RSUs and 200,000 of the shares shall be in the form of PSUs. The remaining material terms of the A&R Offer Letter remained the same as the terms of the Existing Offer Letter, which was previously disclosed in the Company’s Form 8-K/A filed with the Securities and Exchange Commission on August 21, 2024.

Amended and Restated Severance Agreement

Pursuant to the A&R Severance Agreement, if the Company terminates Mr. Gupta without Cause or Mr. Gupta resigns for Good Reason (each as defined in the A&R Severance Agreement), Mr. Gupta shall be entitled to a separation payment equal to 18 months of his then-current base salary and continued medical benefits for 18 months. In addition, if the Company terminates Mr. Gupta without Cause or Mr. Gupta resigns for Good Reason within three months before a Change in Control (as defined in the Plan) or within one year following a Change in Control, then all of Mr. Gupta’s then-outstanding and unvested options, restricted shares or RSUs will immediately fully vest and become exercisable. Mr. Gupta’s severance benefits otherwise remained unchanged.

The foregoing descriptions of the A&R Offer Letter and the A&R Severance Agreement are not complete and are qualified in their entirety by reference to the A&R Offer Letter and the A&R Severance Agreement, respectively, which the Company intends to file as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						Cardlytics, Inc.
Date:			June 25, 2025			By:			/s/ Alexis DeSieno
									Alexis DeSieno
									Chief Financial Officer (Principal Financial and Accounting Officer)

FAQ

How many shares did Cardlytics (CDLX) grant CEO Amit Gupta on 23 June 2025?

Cardlytics granted 1,000,000 RSUs and 200,000 PSUs, totaling 1.2 million shares.

When do the Second Tranche 2025 RSUs and PSUs vest?

RSUs vest 50 % after one year and quarterly thereafter through year two; PSUs vest based on share-price targets over 3 years starting 1 April 2025.

What future equity could CEO Amit Gupta receive under the 2026 RSU plan?

He may receive up to $5 million in RSUs/PSUs (maximum 1.2 million shares) by 31 May 2026, subject to Board approval.

What severance benefits are provided in the amended agreement?

If terminated without Cause or resigning for Good Reason, Gupta receives 18 months of base salary, 18 months of medical benefits, and accelerated equity vesting in Change-in-Control scenarios.

Could the new awards dilute existing CDLX shareholders?

Yes. The immediate and potential future grants together authorize up to 2.2 million new shares, representing an estimated 6-7 % dilution.