[8-K] Cardlytics, Inc. Reports Material Event

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) reported that it furnished a press release announcing financial results for the three and nine months ended September 30, 2025, and provided details for a conference call to discuss these results and recent corporate highlights. The press release is included as Exhibit 99.1.

The information under Item 2.02 (Results of Operations and Financial Condition) and Exhibit 99.1 is being furnished, not filed, under the Exchange Act. The company listed exhibits under Item 9.01, including the press release and the Inline XBRL cover page.

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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): November 5, 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.  ☐

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

ITEM 2.02    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 Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit						Exhibit Description
99.1						Press release dated November 5, 2025
104						The cover page from Cardlytics, Inc.’s Form 8-K filed on November 5, 2025, formatted in Inline XBRL.

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:			November 5, 2025			By:			/s/ Alexis DeSieno
									Alexis DeSieno
									Chief Financial Officer (Principal Financial and Accounting Officer)