Cardlytics (NASDAQ: CDLX) enacts 1-for-10 reverse split after Nasdaq bid-price notice
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cardlytics, Inc. reported that Nasdaq notified the company its common stock has closed below $1.00 for 30 consecutive business days, putting it out of compliance with Nasdaq Listing Rule 5550(a)(2). The company has until November 30, 2026 to restore a bid price of at least $1.00 for ten consecutive business days or face possible delisting, subject to potential extensions and appeal rights.
To address this and modify its capital structure, Cardlytics approved a 1-for-10 reverse stock split and reduced authorized common shares from 100,000,000 to 10,000,000, effective at 5:00 p.m. Eastern Time on June 5, 2026. Every 10 shares will convert into one share, with no fractional shares issued; cash will be paid instead. Shares outstanding will move from 58,078,634 as of June 1, 2026 to approximately 5,807,863, with proportional adjustments to convertible notes, stock options, restricted stock units, and equity plan reserves. The stock will begin trading on a split-adjusted basis on June 8, 2026.
Positive
- None.
Negative
- Nasdaq minimum bid price deficiency: Cardlytics’ stock closed below $1.00 for 30 consecutive business days, triggering a Nasdaq noncompliance notice and creating a clear risk of eventual delisting if compliance is not regained.
- Large reverse stock split: A 1-for-10 reverse split and reduction of authorized shares from 100,000,000 to 10,000,000 reflect significant capital structure compression typically associated with listing and trading-price pressure.
Insights
Nasdaq bid-price noncompliance and a 1-for-10 reverse split signal listing pressure and capital structure reset.
Cardlytics received a Nasdaq notice because its common stock bid price stayed below $1.00 for 30 straight business days. The company has until November 30, 2026 to achieve at least $1.00 for ten consecutive business days or risk delisting, subject to possible extensions and appeal.
To address this, Cardlytics is executing a 1-for-10 reverse stock split effective at 5:00 p.m. Eastern Time on June 5, 2026, cutting authorized common shares from 100,000,000 to 10,000,000. Shares outstanding will move from 58,078,634 to about 5,807,863, with proportional changes to options, RSUs, equity plans, and its 4.25% Convertible Senior Notes due 2029.
The reverse split does not change each holder’s percentage ownership aside from fractional share cash-outs, but it is typically undertaken to increase the trading price and support listing compliance. Actual impact depends on future trading levels and the company’s ability to satisfy Nasdaq requirements by the stated compliance date.
8-K Event Classification
3 items: 3.01, 3.03, 9.01
3 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Nasdaq minimum bid price: $1.00 per share
Initial compliance period: 180 calendar days
Reverse split ratio: 1-for-10
+5 more
8 metrics
Nasdaq minimum bid price
$1.00 per share
Required closing bid price under Nasdaq Listing Rule 5550(a)(2)
Initial compliance period
180 calendar days
Period ending November 30, 2026 to regain bid-price compliance
Reverse split ratio
1-for-10
Every 10 shares convert into one share effective June 5, 2026
Authorized shares reduction
100,000,000 to 10,000,000
Common stock authorized share count after Charter Amendment
Shares outstanding pre-split
58,078,634 shares
Common stock outstanding as of June 1, 2026
Shares outstanding post-split
Approximately 5,807,863 shares
Common stock outstanding immediately following the reverse split
Convertible notes coupon
4.25%
Coupon rate on Convertible Senior Notes due 2029, adjusted for split
Split-adjusted trading date
June 8, 2026
Date CDLX begins trading on a split-adjusted basis on Nasdaq
Key Terms
Nasdaq Listing Rule 5550(a)(2), reverse stock split, Convertible Senior Notes, restricted stock units, +1 more
5 terms
Nasdaq Listing Rule 5550(a)(2) regulatory
"the minimum closing bid price required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2)"
reverse stock split financial
"to effect (i) a reverse stock split at a ratio of 1-for-10"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Convertible Senior Notes financial
"to the conversion rate of the Company’s outstanding 4.25% Convertible Senior Notes due 2029"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
restricted stock units financial
"to the number of shares issuable upon the vesting of all restricted stock units outstanding at the Effective Time"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Equity Incentive Plan financial
"the Company’s 2025 Equity Incentive Plan, 2018 Employee Stock Purchase Plan and 2022 Inducement Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
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 3, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices, including zip code) | |||||||||||
| (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 | ||||||
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 3.01 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 continued listing requirements of Nasdaq Listing Rule 5550(a)(2).
The notification received has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until November 30, 2026 (the “Compliance Date”), to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.
If the Company’s common stock does not achieve compliance by the Compliance Date, the Company may be eligible for an additional 180-day period to regain compliance if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split. However, if it appears to the Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, and the Company does not regain compliance by the Compliance Date, the Nasdaq Global Market will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the panel, such appeal would be successful.
The Company intends to actively monitor the closing bid price of its common stock between now and the Compliance Date and will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price rule, including by effecting a reverse stock split.
ITEM 3.03 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 Shares Reduction”). The Reverse Stock Split and the Authorized Shares Reduction were authorized by the stockholders of the Company at the Company’s Annual Meeting of Stockholders held on May 20, 2026.
Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on June 5, 2026 (the “Effective Time”), every 10 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. As a result of the Reverse Stock Split, proportionate adjustments will be made (i) in accordance with the terms of the related indenture, to the conversion rate of the Company’s outstanding 4.25% Convertible Senior Notes due 2029, (ii) to the per share exercise price and the number of shares issuable upon the exercise or vesting of all stock options outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise of such stock options, and a proportional increase in the exercise price of all such stock options and (iii) to the number of shares issuable upon the vesting of all restricted stock units outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon the vesting of such restricted stock units. In addition, the number of shares reserved for issuance under the Company’s 2025 Equity Incentive Plan, 2018 Employee Stock Purchase Plan and 2022 Inducement Plan immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).
The Company’s common stock will begin trading on The Nasdaq Global Market on a split-adjusted basis when the market opens on June 8, 2026. The new CUSIP number for the Company’s common stock following the Reverse Stock Split will be 14161W303.
As of June 1, 2026, there were 58,078,634 shares of common stock outstanding. Immediately following the Reverse Stock Split, there will be approximately 5,807,863 shares of common stock outstanding (subject to adjustment due to the effect of cashing out fractional shares as described above).
A copy of the Charter Amendment is filed with this report as Exhibit 3.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |||||||
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Cardlytics, Inc. | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |||||||
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 hereunto duly authorized.
| Cardlytics, Inc. | |||||||||||
| Date: | June 3, 2026 | By: | /s/ Amit Gupta | ||||||||
| Amit Gupta | |||||||||||
Chief Executive Officer (Principal Executive Officer) | |||||||||||
FAQ
What Nasdaq notice did Cardlytics (CDLX) receive about its stock price?
Cardlytics received a Nasdaq notice that its common stock bid price stayed below $1.00 for 30 consecutive business days. This violates Nasdaq Listing Rule 5550(a)(2) and starts a compliance period during which the company must restore the bid price to at least $1.00 for ten consecutive business days.
How long does Cardlytics (CDLX) have to regain Nasdaq bid-price compliance?
Cardlytics has until November 30, 2026 to regain compliance with Nasdaq’s minimum $1.00 bid price rule. The stock must close at or above $1.00 for at least ten consecutive business days, and the company may qualify for an additional 180-day period if it meets other Nasdaq standards.
What reverse stock split did Cardlytics (CDLX) approve?
Cardlytics approved a 1-for-10 reverse stock split, effective at 5:00 p.m. Eastern Time on June 5, 2026. Every ten issued and outstanding common shares will automatically convert into one share, with no change to par value and no fractional shares issued, as holders receive cash for fractions.
When will Cardlytics (CDLX) start trading on a split-adjusted basis?
Cardlytics’ common stock will begin trading on The Nasdaq Global Market on a split-adjusted basis on June 8, 2026. At that point, all prices and share amounts quoted in the market will reflect the 1-for-10 reverse split that became effective on June 5, 2026.
How does the reverse split affect Cardlytics options, RSUs, and convertible notes?
The 1-for-10 reverse split will proportionally adjust the conversion rate of the 4.25% Convertible Senior Notes due 2029. It will also increase per-share exercise prices and reduce shares underlying all outstanding stock options, RSUs, and shares reserved under equity plans in line with the new share structure.