Cardlytics settles $6.4M claim with Bridg founder
Cardlytics settles indemnification dispute with Bridg founder Amit Jain for $6.4 million, aligning with a prior $6.5 million accrual and pursuing potential insurance reimbursement.
Rhea-AI Filing Summary
Cardlytics, Inc. (CDLX) disclosed that it has entered into a Settlement Agreement with Amit Jain, founder and former CEO and director of Bridg, resolving his claim for advancement and indemnification of legal fees and expenses. The parties agreed to an aggregate payment of $6.4 million, covering Mr. Jain’s approximately $5.3 million allocated portion of the DailyGobble Action settlement and related costs, plus $1.1 million for legal fees related to that action.
The company states that this settlement amount is consistent with the $6.5 million accrual it had already recorded as of June 30, 2026. Cardlytics is seeking insurance reimbursement that it believes should apply to this matter, which could offset some of the costs.
Positive
- Settlement aligns with existing accrual, limiting incremental P&L impact since Cardlytics had already recorded a $6.5 million accrual related to this matter as of June 30, 2026.
- Cardlytics is pursuing insurance reimbursement that it believes applies to the $6.4 million settlement, which could reduce the net cash cost.
Negative
- Cardlytics agreed to pay an aggregate $6.4 million under the Settlement Agreement with Amit Jain, representing a notable cash outflow even though accrued.
- The settlement relates to indemnification obligations assumed in the Bridg acquisition, highlighting realized legal-cost exposure from that prior transaction.
Insights
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Settlement payment to Amit Jain: $6.4 million
Allocated portion of DailyGobble Action settlement: $5.3 million
Legal fees related to DailyGobble Action: $1.1 million
+3 more
6 metrics
Settlement payment to Amit Jain
$6.4 million
Aggregate amount under the Settlement Agreement dated September 4, 2026
Allocated portion of DailyGobble Action settlement
$5.3 million
Amit Jain’s portion of the DailyGobble Action settlement and associated costs
Legal fees related to DailyGobble Action
$1.1 million
Part of the $6.4 million aggregate settlement amount
Previously recorded accrual
$6.5 million
Accrual recorded by Cardlytics as of June 30, 2026 for this matter
Accrued settlement component
$5.3 million
Portion of the $6.5 million accrual related to the settlement itself
Accrued attorney’s fees component
$1.2 million
Portion of the $6.5 million accrual related to attorney’s fees
Key Terms
indemnification, advancement, Settlement Agreement, accrual, +1 more
5 terms
indemnification regulatory
"the Company assumed certain indemnification obligations to former officers and directors of Bridg"
A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.
advancement regulatory
"seeking advancement and indemnification for fees and expenses incurred"
Settlement Agreement regulatory
"entered into a settlement and release agreement (the “Settlement Agreement”)"
A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.
accrual financial
"This aggregate settlement amount is consistent with the $6.5 million accrual"
Accrual is an accounting method that records income and expenses when they are earned or owed, not necessarily when cash changes hands. For investors it shows the true timing of a company’s performance—like writing down a bill when you receive the service even if you’ll pay later—so balance sheets and profits reflect ongoing obligations and receivables rather than just bank account activity.
Regulation S-K regulatory
"Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Cardlytics (CDLX) announce regarding Amit Jain and the Bridg indemnification?
Cardlytics announced a Settlement Agreement with Amit Jain, founder and former CEO and director of Bridg, resolving his claim for advancement and indemnification of fees and expenses related to the DailyGobble Action and related insurance coverage actions.
How much will Cardlytics (CDLX) pay under the Settlement Agreement?
Cardlytics agreed to pay an aggregate of $6.4 million, consisting of approximately $5.3 million for Amit Jain’s allocated portion of the DailyGobble Action settlement and associated costs, plus $1.1 million for legal fees related to that action.
How does the $6.4 million Cardlytics (CDLX) settlement compare with its prior accrual?
The $6.4 million settlement amount is described as consistent with the $6.5 million accrual Cardlytics had recorded as of June 30, 2026, consisting of a $5.3 million settlement accrual and a $1.2 million attorney’s fees accrual.
What original obligation led to Cardlytics (CDLX) indemnifying Amit Jain?
In connection with Cardlytics’ 2021 acquisition of Bridg, Inc., the company assumed certain indemnification obligations to former Bridg officers and directors under existing indemnification agreements, which form the basis for Amit Jain’s advancement and indemnification claim.
Does the Cardlytics (CDLX) filing mention where Amit Jain sued for indemnification?
Yes. Amit Jain filed a verified complaint against Cardlytics in the Court of Chancery of the State of Delaware on July 9, 2026, seeking advancement and indemnification for fees and expenses related to the DailyGobble Action and related insurance coverage actions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 4, 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 1.01. Entry into a Material Definitive Agreement
As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Q2 2026 Form 10-Q”), in connection with the acquisition of Bridg, Inc. (“Bridg”) by Cardlytics, Inc. (the “Company”) in 2021, the Company assumed certain indemnification obligations to former officers and directors of Bridg pursuant to existing indemnification agreements.
On July 9, 2026, Amit Jain, the founder and former Chief Executive Officer and director of Bridg, filed a verified complaint against the Company in the Court of Chancery of the State of Delaware (Case No. 2026-0896-TJF) seeking advancement and indemnification for fees and expenses incurred in connection with (i) the action captioned DailyGobble, Inc. v. Amit Jain, et al., No. 22STCV15317, in the Superior Court of the State of California (the “DailyGobble Action”), which was resolved through a settlement under which Mr. Jain’s allocated portion was approximately $5.3 million, and (ii) related insurance coverage actions involving Scottsdale Insurance Company.
On September 4, 2026, the Company and Mr. Jain entered into a settlement and release agreement (the “Settlement Agreement”), pursuant to which the parties agreed to settle Mr. Jain’s claim for an aggregate amount of $6.4 million, consisting of Mr. Jain’s allocated portion of the DailyGobble Action settlement and associated costs, plus $1.1 million in satisfaction of legal fees incurred related to the DailyGobble Action. This aggregate settlement amount is consistent with the $6.5 million accrual (comprised of a $5.3 million accrual for the settlement and a $1.2 million accrual for attorney's fees) recorded by the Company as of June 30, 2026, as disclosed in the Q2 2026 Form 10-Q. To recoup some of these costs, the Company is seeking insurance reimbursement that it believes should apply to this matter.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Exhibit Description | |||||||
| 10.1* | Settlement Agreement, dated as of September 4, 2026, by and between Cardlytics, Inc. and Amit Jain.* | |||||||
| 104 | The cover page from Cardlytics, Inc.’s Form 8-K filed on September 11, 2026, formatted in Inline XBRL | |||||||
* Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to the Settlement Agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.
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: | September 11, 2026 | By: | /s/ David Evans | ||||||||
| David Evans | |||||||||||
Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||