Cardlytics (NASDAQ: CDLX) legal chief plans exit with $380,000 severance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cardlytics, Inc. disclosed that Chief Legal and Privacy Officer Nick Lynton has notified the company of his intent to resign, effective on the earlier of his successor’s appointment or the close of business on July 3, 2026.
Under a new Transition Agreement dated May 10, 2026, he will continue in his role, and if a successor is appointed before the effective date, he will serve in a non-officer advisory capacity through that date while maintaining his current salary and benefits. After his employment ends, subject to compliance with the agreement and execution of a separate Release Agreement, Cardlytics will pay a lump-sum separation payment of $380,000, reimburse COBRA premiums for up to twelve months, and provide an additional lump-sum payment of $70,320.21, which is expected to be paid in the first quarter of 2027.
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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.
Key Figures
Resignation effective date: July 3, 2026
Primary separation payment: $380,000
Additional lump-sum payment: $70,320.21
+2 more
5 metrics
Resignation effective date
July 3, 2026
Earlier of this date or successor’s appointment
Primary separation payment
$380,000
Lump-sum payment after effective date, subject to conditions
Additional lump-sum payment
$70,320.21
Expected to be paid in Q1 2027
COBRA reimbursement period
Up to 12 months
Monthly reimbursement of COBRA premiums actually paid
Transition Agreement date
May 10, 2026
Date company and executive entered Transition Agreement
Key Terms
Transition Agreement, COBRA premiums, Release Agreement, restrictive covenants, +1 more
5 terms
Transition Agreement financial
"In connection with Mr. Lynton’s resignation, on May 10, 2026, the Company and Mr. Lynton entered into a Transition Agreement"
Release Agreement financial
"further executes a separate Release Agreement that contains both a release of claims against the Company and certain restrictive covenants"
restrictive covenants financial
"a separate Release Agreement that contains both a release of claims against the Company and certain restrictive covenants that are binding upon Mr. Lynton"
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.
separation payment financial
"the Company shall pay Mr. Lynton a lump sum separation payment of $380,000"
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): May 10, 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:
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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 ARRANGEMENTS OF CERTAIN OFFICERS.
On May 10, 2026, Nick Lynton, Chief Legal and Privacy Officer of Cardlytics, Inc. (the “Company”), notified the Company of his intent to resign from such position, effective as of the earlier of the appointment of his successor or the close of business on July 3, 2026 (the “Effective Date”).
In connection with Mr. Lynton’s resignation, on May 10, 2026, the Company and Mr. Lynton entered into a Transition Agreement (the “Transition Agreement”), which replaced the Amended and Restated Separation Pay Agreement between Mr. Lynton and the Company, dated as of August 8, 2022. Pursuant to the Transition Agreement, Mr. Lynton will continue to provide services to the Company through the Effective Date. In the event Mr. Lynton’s successor is appointed prior to the Effective Date, Mr. Lynton will remain employed in a non-officer advisory role through the Effective Date, primarily focused on transitioning his responsibilities. Through the date his employment ends, Mr. Lynton will continue to receive his current base salary and benefits. The Transition Agreement further states that following the Effective Date, and provided that Mr. Lynton complies with the Transition Agreement and further executes a separate Release Agreement that contains both a release of claims against the Company and certain restrictive covenants that are binding upon Mr. Lynton, the Company shall pay Mr. Lynton a lump sum separation payment of $380,000 and shall reimburse Mr. Lynton on a monthly basis for the COBRA premiums actually paid by Mr. Lynton for up to twelve months, subject to certain criteria. Additionally, the Company shall pay Mr. Lynton an additional lump sum payment of $70,320.21, which is expected to be paid in the first quarter of 2027.
The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the Transition Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
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: | May 12, 2026 | By: | /s/ Amit Gupta | ||||||||
| Amit Gupta | |||||||||||
Chief Executive Officer (Principal Executive Officer) | |||||||||||
FAQ
What executive change did Cardlytics (CDLX) announce in this 8-K?
Cardlytics announced that Chief Legal and Privacy Officer Nick Lynton intends to resign, effective the earlier of his successor’s appointment or close of business on July 3, 2026. He will support a transition period under a newly signed Transition Agreement.
How long will Nick Lynton remain with Cardlytics (CDLX) during the transition?
Nick Lynton will remain with Cardlytics through July 3, 2026, or until his successor is appointed, whichever comes first. If a successor is appointed earlier, he will continue in a non-officer advisory role through that same effective date.
What severance payments will Cardlytics (CDLX) make to Nick Lynton?
Subject to conditions, Cardlytics will pay Nick Lynton a lump-sum separation payment of $380,000 after his employment ends. He will also receive an additional lump-sum payment of $70,320.21, expected to be paid in the first quarter of 2027.
What COBRA benefit is Cardlytics (CDLX) providing to Nick Lynton?
Cardlytics will reimburse Nick Lynton on a monthly basis for COBRA premiums he actually pays for up to twelve months after his employment ends. This reimbursement is subject to criteria outlined in the Transition Agreement and the separate Release Agreement.
What conditions must Nick Lynton meet to receive his separation benefits from Cardlytics (CDLX)?
To receive separation benefits, Nick Lynton must comply with the Transition Agreement and sign a separate Release Agreement. That Release includes a release of claims against Cardlytics and certain restrictive covenants that remain binding on him after his departure.
Where can investors find the full Transition Agreement between Cardlytics (CDLX) and Nick Lynton?
The company states that the full Transition Agreement will be filed as an exhibit to Cardlytics’ Quarterly Report on Form 10-Q for the quarter ending June 30, 2026. The 8-K description is explicitly qualified by that complete agreement.