Cardlytics filings document a Nasdaq-listed commerce media company's operating results, governance, capital structure, and material events. Form 8-K reports furnish quarterly and annual results, conference-call materials, cost-reduction actions, leadership and compensatory arrangements, and securities information for the company's common stock listed under CDLX.
The filing record also includes disclosure on the completed divestiture of Bridg, including the asset-sale closing and related unaudited pro forma financial statements. Proxy materials cover board matters, shareholder voting items, executive compensation, equity awards, and related governance disclosures for the company’s commerce media business.
Cardlytics, Inc. Chief Executive Officer Amit Gupta reported a combination of stock vesting and related share sales. On February 16, 2026, he acquired 250,000 shares of common stock through the exercise/settlement of restricted stock units (RSUs), each RSU representing the right to receive one share or its cash equivalent.
According to the filing, Gupta then sold a total of 97,208 common shares on February 17–18, 2026 in open-market transactions at weighted average prices of $0.902 and $0.926 per share. A footnote states these sales were made solely to satisfy tax withholding obligations arising from the RSU share delivery and not for any other purpose. After these transactions, Gupta directly owned 659,644 common shares.
The RSU awards referenced cover 500,000 shares each, granted on August 21, 2024 and January 29, 2025, and vest in four 25% installments over 24 months following August 16, 2024, conditioned on continued employment.
Cardlytics insider transactions reported. Amit Gupta reported sales of 5,807 common shares on 01/05/2026 and 52,049 common shares on 02/17/2026. The filing also lists restricted stock vesting of 45,159 shares on 02/13/2026 attributable to issuer compensation.
The transactions are recorded as routine insider activity: two past sales over the prior three months and an issuer vesting event. The filing shows numbers and dates for each item but does not state proceeds recipients beyond the named reporting person.
Amit Gupta filed a notice of proposed sale of CDLX common stock under Rule 144. The filing covers up to 52,049 common shares to be sold through Fidelity Brokerage Services on or about 02/17/2026 on the NASDAQ, with an aggregate market value of $46,969.02 at the time of the notice.
The 52,049 shares were acquired from the issuer on 02/13/2026 via restricted stock vesting as compensation. The notice also reports that Gupta sold 5,807 common shares on 01/05/2026 for gross proceeds of $6,795.93. Shares of the issuer outstanding were 54,056,548 when the notice was prepared.
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. filed a Form 3 showing its new Chief Financial Officer, Evans David Thomas, as a beneficial owner of company stock. As of the event date of January 12, 2026, he beneficially owns 117,930 shares of Cardlytics common stock held directly. The filing does not list any derivative securities such as options or warrants. This establishes his initial reportable ownership position as an officer of the company.
Cardlytics, Inc. Chief Financial Officer Evans David Thomas received an award of 1,000,000 restricted stock units (RSUs) on January 12, 2026. Each RSU represents a contingent right to receive one share of Cardlytics common stock. The filing shows these derivative securities are held directly and that the total RSUs beneficially owned after the transaction is 1,000,000.
The vesting schedule is time-based. Half of the RSUs, or 50% of the underlying shares, will vest on February 1, 2027. The remaining 50% will then vest in equal quarterly installments over the following year through February 1, 2028, as long as the executive remains employed by Cardlytics on each vesting date. This structure is designed to align the CFO’s compensation with the company’s long-term performance and retention.
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 (CDLX) reported Q3 2025 results showing lower revenue and a large non-cash impairment. Revenue was $52.0 million versus $67.1 million a year ago, reflecting weaker served-based activity while engagement-based revenue grew.
The company recorded $58.8 million of impairment on goodwill and intangible assets, driving an operating loss of $68.9 million and a net loss of $72.7 million for the quarter. Cash and cash equivalents were $43.9 million as of September 30, 2025, with net cash used in operating activities of $3.7 million year-to-date.
On capital structure, Cardlytics fully repaid the remaining $46.1 million of its 2020 convertible notes and had $168.6 million net carrying amount of 4.25% convertible notes due 2029. It also had $46.1 million outstanding on its revolving line of credit. Stockholders’ equity moved to a deficit of $4.7 million, largely due to the impairment. The company recognized a $2.8 million employee retention credit benefit in operating expenses and implemented cost-saving measures, with additional one-time charges expected after quarter-end.
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 (CDLX) reported an insider equity change by a director. On October 30, 2025, 6,148 restricted stock units converted into 6,148 shares of common stock, shown with transaction code M (conversion of a derivative security) at a stated price of $0, consistent with RSU settlement.
The RSUs were granted on October 30, 2024 and vested in full one year later. After the settlement, the reporting person holds 6,148 shares with direct ownership. No sales were reported in this filing.