Every 8-K that Cardlytics (CDLX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CDLX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CDLX filings page.
Cardlytics, Inc. reported second quarter 2026 results showing lower activity but modest positive profitability on a non-GAAP basis. Revenue was $36.9 million, down 36% year-over-year, with billings of $65.5 million, down 34%. Adjusted Contribution was $21.3 million, down 32%, and Adjusted EBITDA was $1.7 million, compared with $3.0 million a year earlier.
The company recorded a net loss of $14.9 million versus $9.3 million in the prior-year quarter, or $(1.50) per share from continuing operations, and free cash flow of $(10.7) million. Monthly qualified users fell 17% to 185.4 million, while adjusted contribution per user declined to $0.11 from $0.14.
Cash and cash equivalents were $28.0 million as of June 30, 2026, with $169.4 million of convertible senior notes and $15.0 million outstanding on lines of credit, contributing to a stockholders’ deficit of $16.0 million. For the third quarter of 2026, Cardlytics guides to revenue of $34.0–$39.0 million, billings of $61.0–$67.0 million, adjusted contribution of $20.0–$23.0 million, and Adjusted EBITDA between $0 and $3.0 million, all lower year-over-year.
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.
Cardlytics, Inc. reported the results of its annual stockholder meeting held on May 20, 2026. Of the 55,070,709 shares outstanding as of March 25, 2026, 34,996,216 shares, or 63.54%, were present or represented by proxy.
Stockholders elected three Class II directors—Amit Gupta, Jack Klinck, and Shrishti Gupta—with each receiving over 11 million votes for, and broker non-votes of 21,725,998. They also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.
Investors approved a series of alternate amendments allowing the board, at its option, to implement a reverse stock split of the common stock at a ratio between 1-for-5 and 1-for-15, with a proportionate reduction in authorized shares, any time before the 2027 annual meeting. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.
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.
Cardlytics, Inc. reported a first quarter 2026 net loss of $4.5 million on revenue of $34.3 million, down 39% year-over-year. Billings fell 37% to $58.1 million and adjusted contribution decreased 28% to $19.7 million, reflecting lower activity but still solid gross economics.
Despite the revenue decline, profitability metrics improved. Net loss narrowed sharply from $13.3 million, adjusted EBITDA turned slightly positive at $0.2 million versus a $4.1 million loss, and adjusted net loss improved to $6.2 million from $10.3 million. Free cash flow remained negative at $7.9 million, but improved from $10.8 million.
The company completed the sale of its Bridg business on March 24, 2026, with Bridg contributing $4.2 million of revenue and $9.3 million of income from discontinued operations. Cardlytics ended the quarter with $35.7 million of cash and cash equivalents and $24.1 million of marketable securities, against $169.1 million of convertible notes and $35.1 million of lines of credit.
Platform usage softened, with monthly qualified users declining 8% to 197.0 million and adjusted contribution per user slipping to $0.10 from $0.13. For the second quarter of 2026, Cardlytics expects billings of $61.0–$67.0 million, revenue of $35.0–$40.0 million, adjusted contribution of $20.0–$23.0 million, and adjusted EBITDA between a loss of $2.7 million and income of $1.3 million.
Cardlytics, Inc. has completed the sale of its Bridg platform business to PAR Technology Corporation, transferring assets and rights primarily related to Bridg to PAR’s subsidiary DB Sub, LLC. As consideration, Cardlytics received 1,810,222 shares of PAR common stock, reflected as $25.4 million of stock in the pro forma adjustments.
Bridg is now treated as a discontinued operation, and Cardlytics has filed unaudited pro forma condensed consolidated financial statements for 2023–2025. On a pro forma basis for 2025, revenue from continuing operations is $212.3 million versus historical $233.3 million, and the net loss from continuing operations narrows to $91.5 million from $103.5 million. For 2024, the pro forma net loss from continuing operations is $40.4 million, compared with a historical net loss of $189.3 million, largely due to removing Bridg-related impairment charges.
The company estimates a $13.9 million gain on the transaction, based on the stock consideration, expected transaction costs of about $1.6 million, and Bridg net assets of approximately $9.9 million as of December 31, 2025. Management emphasizes that these pro forma figures and the gain estimate are preliminary and provided for illustrative purposes only.
Cardlytics reported fourth-quarter and full-year 2025 results showing sharp top-line pressure but better profitability and cash flow. Q4 revenue was $56.1 million, down 24.2% year over year, while full-year revenue was $233.3 million, down 16.2%. Q4 net loss narrowed to $8.3 million from $15.6 million, and full-year net loss improved to $103.5 million from $189.3 million. Non-GAAP metrics strengthened: Q4 adjusted EBITDA rose to $8.5 million and full-year adjusted EBITDA to $10.1 million, with free cash flow improving to $10.5 million in Q4 and to a smaller full-year outflow of $6.5 million. MQUs grew to 227.0 million in Q4 and 224.2 million for 2025, but ACPU declined to $0.12 in Q4 and $0.50 for the year. Guidance for Q1 2026 signals significant year-over-year declines in Billings, revenue and adjusted contribution, with adjusted EBITDA expected to be negative.
Cardlytics, Inc. entered into an asset purchase agreement to sell all assets primarily related to its Bridg platform to DB Sub, LLC, an indirectly wholly owned subsidiary of PAR Technology Corporation. As consideration, Cardlytics will receive PAR common stock valued at $27,500,000 plus certain contract-related adjustments, capped at $30,000,000, based on PAR’s 15‑day volume-weighted average share price before closing. PAR agreed to register the resale of these PAR shares shortly after closing and to keep the registration effective until the shares are sold or freely tradable under Rule 144. The agreement includes customary representations, covenants, a five‑year non‑compete and non‑solicitation by Cardlytics regarding the Bridg assets, and standard closing conditions, including no specified governmental restraints or material adverse effect. The deal may be terminated in defined circumstances, including if conditions are not met by March 24, 2026.
Cardlytics, Inc. reported that David Evans has been appointed Chief Financial Officer, principal financial officer and principal accounting officer, effective January 12, 2026. He will replace Alexis DeSieno in these roles, while she continues in a non-officer advisory position through March 6, 2026 to help transition responsibilities.
Evans has prior experience at Cardlytics as CFO and Head of Corporate Development and has also held senior roles in technology-focused investment banking and as CEO of Passport Labs Inc. His compensation includes a $400,000 annual salary, eligibility for a bonus targeted at 100% of base salary, and a grant of 1,000,000 restricted stock units under the Cardlytics Inducement Plan. Half of this equity award vests on February 1, 2027, with the remainder vesting quarterly over the following year, subject to continued service.
He will also receive a $200,000 signing bonus, which must be repaid in full if he leaves voluntarily within 12 months, and a separation arrangement providing 12 months of base salary and continued medical benefits if he is terminated without cause or resigns for good reason.
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.
Cardlytics, Inc. announced a major cost-reduction plan that includes cutting approximately 90 full-time employees, about 24% of its current workforce. The company expects to record about $2.3 million in one-time charges for severance and related costs, mostly in the quarter ending December 31, 2025.
Management expects the workforce reduction and related cash payments to be substantially complete by the end of that quarter, and notes that actual expenses could differ. Cardlytics may also face additional costs, including possible impairment charges, related to this restructuring.
Cardlytics, Inc. (NASDAQ: CDLX) filed an 8-K disclosing revised employment terms for Chief Executive Officer Amit Gupta. On 23 June 2025 the Board approved an Amended & Restated Offer Letter that immediately granted Mr. Gupta 1,000,000 time-based RSUs and 200,000 performance-based PSUs under the 2025 Equity Incentive Plan. The RSUs vest 50 % one year after the grant date and quarterly thereafter through year two. The PSUs vest over a three-year period beginning 1 April 2025, contingent on achieving predetermined share-price targets, with no vesting before 1 April 2026. If Gupta departs before 16 August 2025, any vested RSU value must be repaid in cash.
The company also committed to issue, on or before 31 May 2026, additional equity awards valued at up to $5 million (maximum 1.2 million shares). If the full amount is granted, 1.0 million would be RSUs and 0.2 million PSUs; final terms will be set by the Board or Compensation Committee.
An Amended & Restated Severance Agreement entitles Gupta to 18 months of base salary and medical coverage upon termination without Cause or resignation for Good Reason. Should such termination occur within three months before—or one year after—a Change in Control, all unvested equity will accelerate and fully vest. Other severance terms are unchanged from the prior agreement.
The package strengthens leadership retention and aligns incentives with share-price performance, but authorizes issuance of up to 2.2 million additional shares, implying potential dilution for existing shareholders and increased severance liabilities.