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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): July 7, 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).
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
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 matters. Pursuant to the Fourth Amendment, among other items, the parties agreed to reduce the Supplier Billings Share beginning on January 1, 2026, although the Supplier Billings Share, or the portion of Billings retained by the Company, remains higher than it was prior to the Third Amendment to Schedule #1 of the Master Agreement. Capitalized terms used but not defined in this Form 8-K are defined in the Master Agreement, which was filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2018.
The foregoing is only a summary of the Fourth Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended 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.
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| | Cardlytics, Inc. |
| | | |
| Date: | July 8, 2025 | By: | /s/ Alexis DeSieno |
| | | Alexis DeSieno |
| | | Chief Financial Officer (Principal Financial and Accounting Officer) |
