CDLX 8-K
Cardlytics, Inc. (CDLX)
8-K
2025-12-18
For: 2025-12-18
View Original
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): December 18, 2025
(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:
| 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 | ||||||
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 December 18, 2025, Cardlytics, Inc. (the “Company”) announced the appointment of David Evans as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective as of January 12, 2026 (the “Start Date”). Mr. Evans will replace Alexis DeSieno as the Company’s principal financial officer and principal accounting officer effective as of the Start Date. As previously announced, the Company expects that Ms. DeSieno will remain employed by the Company in a non-officer advisory role through March 6, 2026, primarily focused on transitioning her responsibilities.
Mr. Evans, age 50, most recently served as the Chief Executive Officer of Passport Labs Inc. (“Passport”) from January 2021 to June 2023. Prior to his role with Passport, Mr. Evans previously served as the Company’s Chief Administrative Officer from March 2020 to September 2020. Mr. Evans also served as the Company’s Chief Financial Officer and Head of Corporate Development from 2016 to 2020 and as the Company’s Senior Vice President, Corporate Development from 2014 to 2016. From 2009 to 2014, Mr. Evans served as a Director in the Technology, Media and Telecom Investment Banking group at Wells Fargo Securities. Earlier in his career, Mr. Evans held positions at Wachovia Securities and Cowen Group. Mr. Evans currently serves as a board member and advisor to several private companies in the technology industry. Mr. Evans holds a B.S. in Industrial Engineering from Auburn University and an M.B.A. from Emory University.
There are no arrangements or understandings between Mr. Evans and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Evans and any of the Company’s other directors or executive officers. There are no related party transactions between Mr. Evans and the Company that would require disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Evans’ appointment, the Company and Mr. Evans entered into an Offer Letter and a Separation Pay Agreement (the “Separation Pay Agreement”), each effective as of the Start Date. Pursuant to the Offer Letter, Mr. Evans’ starting annual salary will be $400,000 and he will be eligible to participate in the Cardlytics Bonus Plan at an annual target of 100% of his base salary. In addition, Mr. Evans will be granted on the Start Date 1,000,000 restricted stock units (the “RSU Award”) under the Cardlytics, Inc. Inducement Plan (as amended, the “Inducement Plan”). The RSU Award is subject to the terms of the Inducement Plan and a restricted stock unit award agreement to be entered into by and between the Company and Mr. Evans. Half of the RSU Award will vest on February 1, 2027, and the remaining 50% of the RSU Award will vest every three months over the following year, subject to continuous service with the Company as of each respective vesting date. In addition to the RSU Award, Mr. Evans is entitled to receive a signing bonus of $200,000 within 45 days of the Start Date, provided that if Mr. Evans voluntarily leaves the Company within 12 months of the Start Date, he will be required to return the signing bonus in full.
The Separation Pay Agreement entitles Mr. Evans to 12 months of base salary and continued medical benefits for 12 months if the Company terminates Mr. Evans Without Cause or Mr. Evans resigns for Good Reason, as those terms are defined in the Separation Pay Agreement.
The foregoing descriptions of the Offer Letter and the Separation Pay Agreement are not complete and are qualified in its entirety by reference to the Offer Letter and the Separation Pay Agreement, each of which the Company expects to file as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 7.01. OTHER EVENTS.
On December 18, 2025, the Company issued a press release announcing the appointment of Mr. Evans as Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of 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 | ||||||||
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: | December 18, 2025 | By: | /s/ Amit Gupta | ||||||||
| Amit Gupta | |||||||||||
Chief Executive Officer (Principal Executive Officer) | |||||||||||
Cardlytics Appoints Company Alumnus David Evans as Chief Financial Officer
ATLANTA, December 18, 2025 – Cardlytics Inc. (NASDAQ: CDLX) today announced the appointment of David Evans as its new Chief Financial Officer, effective January 12, 2026. Evans is returning to Cardlytics, having previously held several executive roles including Chief Financial Officer and Chief Administrative Officer. As the returning Chief Financial Officer, Evans will oversee Cardlytics’ finance, accounting and investor relations functions as the company continues to execute against its longer-term growth vision.
Evans rejoins Cardlytics after his initial tenure from 2014 to 2020, during which he helped guide the company through its earlier years of growth and a successful IPO in 2018. Evans is a seasoned executive with a wealth of experience leading companies through transformational milestones and brings a rare combination of strategic growth expertise, operational knowledge, and a genuine passion for nurturing talent. Most recently, he has been serving as an Advisor and Board member of several companies in the software and technology sectors, including his current role as Board Chair at Neighborly Software, based in Atlanta.
“We are thrilled to welcome David Evans back to Cardlytics as our new Chief Financial Officer at a critical stage of our turnaround, ” said Amit Gupta, Chief Executive Officer of Cardlytics. “His deep understanding of our business and industry, proven leadership, and strong track record during his previous tenure make him uniquely equipped to help guide Cardlytics through this next phase and support long-term value creation for our shareholders.”
“I have a tremendous affinity for Cardlytics, its mission, and its employees. At this point in my career, returning to this organization is especially meaningful,” said David Evans, incoming Chief Financial Officer. “I’ve had the opportunity to tackle new challenges through different market environments, and I’m eager to bring those experiences back to a company I know well. With a strong foundation already in place, I’m looking forward to building on the momentum with financial rigor and disciplined execution.”
Evans’ appointment follows Cardlytics’ recent announcement that Alexis DeSieno will be stepping down from her role as Chief Financial Officer. DeSieno will continue to serve in a non-officer advisory capacity until March 6, 2026, to help ensure business continuity and a seamless transition.
“I want to reiterate my sincere thanks to Alexis for her contributions to our business during her time at Cardlytics,” Gupta continued. “As a member of the leadership team, she has helped to implement strong financial discipline and improve our cost structure and liquidity.”
About Cardlytics
Cardlytics (NASDAQ: CDLX) is a commerce media platform, powered by our publishers’ first-party purchase data, that makes commerce smarter and more rewarding for everyone. We offer a range of solutions to help advertisers and publishers grow and strengthen customer loyalty. With visibility into approximately half of all card-based transactions in the U.S. and a quarter in the U.K., Cardlytics enables advertisers to engage consumers at scale and drive incremental sales
through our industry-leading card-linked offer network. Publisher partners can enhance their platforms with relevant and personalized offers that improve the shopping experience for their customers. Cardlytics also offers identity resolution capabilities through Bridg, which helps convert anonymous shoppers into known and reachable customers. Learn more at www.cardlytics.com or follow us on LinkedIn.
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