CDLX 8-K
Cardlytics, Inc. (CDLX)
8-K
2026-03-24
For: 2026-03-24
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Added on
April 08, 2026
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): March 24, 2026
(Exact Name of Registrant as Specified in its Charter)
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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:
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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).
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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 2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS
As previously disclosed by Cardlytics, Inc. (the “Company”) on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 26, 2026 (the “Prior Current Report”), on January 23, 2026, the Company, PAR Technology Corporation (“PAR”) and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR (“Buyer”), entered into an asset purchase agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acquire all of the Company’s assets, properties and rights primarily related to, or primarily used in, the Company’s Bridg platform (the “Bridg Sale”), subject to certain exceptions. The information included in Item 1.01 of the Prior Current Report is incorporated herein by reference.
On March 24, 2026 (the “Closing Date”), the Company, PAR and Buyer completed the Bridg Sale. Pursuant to the Purchase Agreement, on the Closing Date, PAR delivered to the Company 1,810,222 shares of PAR’s common stock as consideration for the Bridg Sale.
The foregoing is description of certain terms of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which the Company has filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma condensed consolidated financial statements of the Company reflecting the disposition of Bridg pursuant to the Purchase Agreement described above, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 9.01.
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025;
•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; and
•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
(d) Exhibits
| Exhibit | Exhibit Description | |||||||
| 99.1 | ||||||||
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: | March 24, 2026 | By: | /s/ Amit Gupta | ||||||||
| Amit Gupta | |||||||||||
Chief Executive Officer (Principal Executive Officer) | |||||||||||
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As previously disclosed by Cardlytics, Inc. (the “Company”) on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 26, 2026 (the “Prior Current Report”), on January 23, 2026, the Company, PAR Technology Corporation (“PAR”) and DB Sub, LLC, an indirectly wholly owned subsidiary of PAR (“Buyer”), entered into an asset purchase agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acquire all of the Company’s assets, properties and rights primarily related to, or primarily used in, the Company’s Bridg platform (the “Transaction”), subject to certain exceptions.
The Unaudited Pro Forma Condensed Consolidated Financial Statements presented below have been derived from the Company’s historical consolidated financial statements and give pro forma effect to the Transaction. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025 reflects the Company’s financial position as if the Transaction had occurred on December 31, 2025. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for each of the years ended December 31, 2025, 2024 and 2023 reflect the results of operations as if the Transaction had occurred on January 1, 2023 in that they reflect the reclassification of the Bridg business as discontinued operations for all periods presented.
The Unaudited Pro Forma Condensed Consolidated Financial Statements presented below have been derived from, and should be read in conjunction with, the Company’s audited consolidated financial statements and the notes thereto as of December 31, 2025, and for the three years ended December 31, 2025, and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Upon entering into the Agreement with the Buyer, the historical financial results of the Bridg business will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles for all periods presented.
The Unaudited Pro Forma Condensed Consolidated Financial Statements are presented based on information currently available, subject to the assumptions and adjustments described in the accompanying notes and is not intended to represent what the Company’s condensed consolidated balance sheet and statements of operations actually would have been had the Transaction occurred on the dates indicated above. Further, the Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s financial position and results of operations for any future period and does not reflect all actions that may be undertaken by the Company following the closing of the Transaction. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Statements do not reflect the realization of any expected cost savings, synergies or dis-synergies as a result of the Transaction. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the time of filing. The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K and the Unaudited Pro Forma Condensed Consolidated Financial Statements presented below have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.
The pro forma adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and best reflect the Transaction on the Company’s financial condition and results of operations. The adjustments included within the “Discontinued Operations” column of the Unaudited Pro Forma Condensed Consolidated Financial Statements are the Company’s current preliminary estimates on a discontinued operations basis and could change as the Company finalizes discontinued operations accounting to be reported in the Company’s Quarterly Reports on Form 10-Q for the three months ending March 31, 2026, six months ending June 30, 2026, nine months ending September 30, 2026 and Annual Report on Form 10-K for the year ending December 31, 2026.
Exhibit 99.1
CARDLYTICS, INC.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2025
(Amounts in thousands, except par value amounts)
| Historical (as reported) | Bridg Discontinued Operations (a) | Transaction Accounting Adjustments | Pro Forma | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 48,719 | $ | — | $ | — | $ | 48,719 | |||||||||||||||
| Accounts receivable and contract assets, net | 82,669 | — | — | 82,669 | |||||||||||||||||||
| Marketable Securities | — | — | (b) | 25,416 | 25,416 | ||||||||||||||||||
| Other receivables | 2,587 | 347 | — | 2,240 | |||||||||||||||||||
| Prepaid expenses and other assets | 3,304 | 91 | — | 3,213 | |||||||||||||||||||
| Total current assets | 137,279 | 438 | 25,416 | 162,257 | |||||||||||||||||||
| Long-term assets: | |||||||||||||||||||||||
| Property and equipment, net | 2,025 | 94 | — | 1,931 | |||||||||||||||||||
| Right-of-use assets under operating leases, net | 4,947 | 224 | — | 4,723 | |||||||||||||||||||
| Intangible assets, net | 5,553 | 5,553 | — | — | |||||||||||||||||||
| Goodwill | 110,305 | — | — | 110,305 | |||||||||||||||||||
| Capitalized software development costs, net | 24,214 | 5,209 | — | 19,005 | |||||||||||||||||||
| Other long-term assets, net | 1,318 | 83 | — | 1,235 | |||||||||||||||||||
| Total assets | $ | 285,641 | $ | 11,601 | $ | 25,416 | $ | 299,456 | |||||||||||||||
| Liabilities and stockholders' (deficit) equity | |||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||
| Accounts payable | $ | 3,360 | $ | 705 | $ | — | $ | 2,655 | |||||||||||||||
| Accrued liabilities: | |||||||||||||||||||||||
| Accrued compensation | 6,105 | 67 | — | 6,038 | |||||||||||||||||||
| Accrued expenses | 7,725 | 600 | (c) | 1,642 | 8,767 | ||||||||||||||||||
| Partner Share liability | 24,860 | 68 | — | 24,792 | |||||||||||||||||||
| Consumer Incentive liability | 32,144 | — | — | 32,144 | |||||||||||||||||||
| Deferred revenue | 2,589 | 48 | — | 2,541 | |||||||||||||||||||
| Current operating lease liabilities | 1,607 | 169 | — | 1,438 | |||||||||||||||||||
| Total current liabilities | 78,390 | 1,657 | 1,642 | 78,375 | |||||||||||||||||||
| Long-term liabilities: | |||||||||||||||||||||||
| Convertible senior notes, net | 168,850 | — | — | 168,850 | |||||||||||||||||||
| Line of credit | 40,070 | — | — | 40,070 | |||||||||||||||||||
| Long-term deferred revenue | 52 | 52 | — | — | |||||||||||||||||||
| Long-term operating lease liabilities | 4,787 | 39 | — | 4,748 | |||||||||||||||||||
| Total liabilities | 292,149 | 1,748 | 1,642 | 292,043 | |||||||||||||||||||
| Stockholders’ (deficit) equity: | |||||||||||||||||||||||
| Common stock, $0.0001 par value | 10 | — | — | 10 | |||||||||||||||||||
| Additional paid-in capital | 1,399,542 | — | — | 1,399,542 | |||||||||||||||||||
| Accumulated other comprehensive income | (1,996) | — | — | (1,996) | |||||||||||||||||||
| Accumulated deficit | (1,404,064) | 9,853 | (d) | 23,774 | (1,390,143) | ||||||||||||||||||
| Total stockholders’ (deficit) equity | (6,508) | 9,853 | 23,774 | 7,413 | |||||||||||||||||||
| Total liabilities and stockholders’ (deficit) equity | $ | 285,641 | $ | 11,601 | $ | 25,416 | $ | 299,456 | |||||||||||||||
Exhibit 99.1
CARDLYTICS, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2025
(Amounts in thousands except per share amounts)
| Historical (as reported) | Bridg Discontinued Operations (a) | Pro Forma | |||||||||||||||
| Revenue | $ | 233,273 | $ | 20,947 | $ | 212,326 | |||||||||||
| Costs and expenses: | |||||||||||||||||
| Partner Share and other third-party costs | 102,949 | 1,855 | 101,094 | ||||||||||||||
| Delivery costs | 25,711 | 6,463 | 19,248 | ||||||||||||||
| Sales and marketing expense | 39,478 | 7,883 | 31,595 | ||||||||||||||
| Research and development expense | 39,765 | 5,545 | 34,220 | ||||||||||||||
| General and administrative expense | 47,267 | 3,207 | 44,060 | ||||||||||||||
| Acquisition, integration and divestiture costs | 561 | — | 561 | ||||||||||||||
| Change in contingent consideration | 102 | — | 102 | ||||||||||||||
| Impairment of goodwill and intangible assets | 58,843 | — | 58,843 | ||||||||||||||
| Gain on divestiture | (4,831) | — | (4,831) | ||||||||||||||
| Depreciation and amortization expense | 25,244 | 8,017 | 17,227 | ||||||||||||||
| Total costs and expenses | 335,089 | 32,970 | 302,119 | ||||||||||||||
| Operating loss | (101,816) | (12,023) | (89,793) | ||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense, net | (7,919) | — | (7,919) | ||||||||||||||
| Foreign currency gain | 6,247 | — | 6,247 | ||||||||||||||
| Total other expense | (1,672) | — | (1,672) | ||||||||||||||
| Loss before income taxes | (103,488) | (12,023) | (91,465) | ||||||||||||||
| Net Loss | (103,488) | (12,023) | (91,465) | ||||||||||||||
| Net Loss per share, basic and diluted | $ | (1.95) | $ | — | $ | (1.72) | |||||||||||
| Weighted-average common shares outstanding, basic and diluted | 53,114 | — | 53,114 | ||||||||||||||
Exhibit 99.1
CARDLYTICS, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2024
(Amounts in thousands except per share amounts)
| Historical (as reported) | Bridg Discontinued Operations (a) | Pro Forma | |||||||||||||||
| Revenue | $ | 278,298 | $ | 22,684 | $ | 255,614 | |||||||||||
| Costs and expenses: | |||||||||||||||||
| Partner Share and other third-party costs | 127,761 | 1,220 | 126,541 | ||||||||||||||
| Delivery costs | 29,643 | 6,789 | 22,854 | ||||||||||||||
| Sales and marketing expense | 52,649 | 9,387 | 43,262 | ||||||||||||||
| Research and development expense | 49,607 | 7,367 | 42,240 | ||||||||||||||
| General and administrative expense | 56,482 | 4,131 | 52,351 | ||||||||||||||
| Acquisition, integration and divestiture costs | 161 | 46 | 115 | ||||||||||||||
| Change in contingent consideration | 210 | — | 210 | ||||||||||||||
| Impairment of goodwill and intangible assets | 131,595 | 131,521 | 74 | ||||||||||||||
| Depreciation and amortization expense | 25,689 | 11,133 | 14,556 | ||||||||||||||
| Total costs and expenses | 473,797 | 171,594 | 302,203 | ||||||||||||||
| Operating loss | (195,499) | (148,910) | (46,589) | ||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense, net | (5,553) | — | (5,553) | ||||||||||||||
| Foreign currency loss | (1,269) | — | (1,269) | ||||||||||||||
| Gain on extinguishment of debt | 13,017 | — | 13,017 | ||||||||||||||
| Total other income | 6,195 | — | 6,195 | ||||||||||||||
| Loss before income taxes | (189,304) | (148,910) | (40,394) | ||||||||||||||
| Net Loss | (189,304) | (148,910) | (40,394) | ||||||||||||||
| Net Loss per share, basic and diluted | $ | (3.91) | $ | — | $ | (0.84) | |||||||||||
| Weighted-average common shares outstanding, basic and diluted | 48,361 | — | 48,361 | ||||||||||||||
Exhibit 99.1
CARDLYTICS, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2023
(Amounts in thousands except per share amounts)
| Historical (as reported) | Bridg Discontinued Operations (a) | Pro Forma | |||||||||||||||
| Revenue | $ | 309,204 | $ | 23,779 | $ | 285,425 | |||||||||||
| Costs and expenses: | |||||||||||||||||
| Partner Share and other third-party costs | 150,578 | 671 | 149,907 | ||||||||||||||
| Delivery costs | 28,248 | 6,801 | 21,447 | ||||||||||||||
| Sales and marketing expense | 57,425 | 8,754 | 48,671 | ||||||||||||||
| Research and development expense | 51,352 | 5,606 | 45,746 | ||||||||||||||
| General and administrative expense | 58,810 | 2,268 | 56,542 | ||||||||||||||
| Acquisition, integration and divestiture (benefits) costs | (6,313) | (6,817) | 504 | ||||||||||||||
| Change in contingent consideration | 1,246 | — | 1,246 | ||||||||||||||
| Impairment of goodwill and intangible assets | 70,518 | 70,518 | — | ||||||||||||||
| Loss on divestiture | 6,550 | — | 6,550 | ||||||||||||||
| Depreciation and amortization expense | 26,460 | 11,845 | 14,615 | ||||||||||||||
| Total costs and expenses | 444,874 | 99,646 | 345,228 | ||||||||||||||
| Operating loss | (135,670) | (75,867) | (59,803) | ||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense, net | (2,336) | — | (2,336) | ||||||||||||||
| Foreign currency gain | 3,304 | — | 3,304 | ||||||||||||||
| Total other income | 968 | — | 968 | ||||||||||||||
| Loss before income taxes | (134,702) | (75,867) | (58,835) | ||||||||||||||
| Net Loss | (134,702) | (75,867) | (58,835) | ||||||||||||||
| Net Loss per share, basic and diluted | $ | (3.69) | $ | — | $ | (1.61) | |||||||||||
| Weighted-average common shares outstanding, basic and diluted | 36,488 | — | 36,488 | ||||||||||||||
Exhibit 99.1
CARDLYTICS, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
The Unaudited Pro Forma Condensed Consolidated Balance Sheet and Unaudited Pro Forma Condensed Consolidated Statements of Operations include the following adjustments:
Discontinued Operations:
a.Reflects the discontinued operations of the Bridg business, including associated assets, liabilities, equity and results of operations. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the amounts exclude general corporate overhead costs which were historically allocated, but did not specifically relate to the Bridg business, as they did not meet the discontinued operations criteria. Such allocations included labor and non-labor expenses related to the Company’s corporate support functions (e.g., executive, information technology, human resources, legal, accounting, among others) that historically provided support to Bridg.
Transaction Accounting Adjustments:
b.Reflects stock of $25.4 million received from the Buyer from the sale of Bridg.
c.Reflects approximately $1.6 million of Transaction costs to be incurred subsequent to December 31, 2025.
d.Reflects an estimated gain of $13.9 million related to the Transaction based on the estimate of $25.4 million of consideration less Transaction costs of $1.6 million, less Bridg net assets as of December 31, 2025 of $9.9 million. The actual gain recorded upon close may be subject to change and will be based on amounts as of the close date. Since the Unaudited Pro Forma Condensed Consolidated Statements of Operations only include continuing operations, the estimated gain on sale is not included in any period presented.