39 unchanged sentences
OTHER INFORMATION.
−Removed: On March 12, 2024, Jessica Jensen and Aimée Lapic each provided notice to our board of directors (the “Board”) of their decision not to stand for re-election to the Board at our 2024 annual meeting of stockholders (the “Annual Meeting”).
−Removed: Jensen and Ms.
−Removed: Lapic will each serve out the remainder of their terms, which will expire at the Annual Meeting.
−Removed: Jensen is a member of the compensation committee (the “Compensation Committee”) of the Board and has served as a member of the Board since 2020.
−Removed: Lapic is chair of the Compensation Committee and has served as a member of the Board since 2019.
−Removed: The decisions of Ms.
−Removed: Jensen and Ms.
−Removed: Lapic not to stand for re-election were not due to a disagreement with us on any matter relating to our operations, policies or practices.
−Removed: The Board thanks Ms.
−Removed: Jensen and Ms.
−Removed: Lapic for their contributions to the company.
+Added: Not applicable.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
7 unchanged sentences
Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K.
+Added: We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities and those of public companies in which we have a business relationship by our directors, executive officers, employees and consultants, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.
+Added: A copy of our insider trading policy, including any amendments thereto, is filed incorporated by reference as Exhibit 19 to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
21 unchanged sentences
S-1/A 333-222531 4.1 1/29/2018
−Removed: 4.2 Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated May 4, 2017
−Removed: S-1 333-222531 4.2 1/12/2018
4.2 Description of Cardlytics, Inc.
6 unchanged sentences
4.2 9/22/2020
+Added: 4.5 Indenture, dated as of April 1, 2024, by and between the Registrant ant U.S.
+Added: Bank National Association, as Trustee.
+Added: 8-K 001-38386 4.1 4/1/2024
+Added: 4.6 Form of Global Note, representing the Registrant’s 4.25% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.6)
+Added: 8-K 001-38386 4.2 4/1/2024
10.1 Office Lease Agreement, dated as of August 5, 2013, by and between the Registrant and Jamestown Ponce City Market, L.P.
6 unchanged sentences
S-1/A 333-222531 10.3 1/29/2018
−Removed: 10.5† Form of restricted securities unit award of the Registrant
+Added: 10.5† Form of restricted securities unit award of the Registrant under 2018 Equity Incentive Plan
S-1 333-222531 10.8 1/12/2018
5 unchanged sentences
10-Q 001-38386 10.1 8/14/2018
−Removed: 10.9 Loan and Security Agreement, dated as of May 21, 2018, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.2 8/14/2018
−Removed: First Amendment to Loan and Security Agreement, dated March 27, 2019, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.2 5/9/2019
−Removed: 10.11† Non-Employee Director Compensation Plan
−Removed: 10-K 001-38386 10.13 3/1/2022
−Removed: 10.12 Second Amendment to Loan and Security Agreement, dated May 14, 2019, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.2 8/8/2019
−Removed: 10.13 Third Amendment to Loan and Security Agreement, dated September 24, 2019, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.1 11/12/2019
2018 Amendment to Schedule #1 to the Master Agreement, dated October 23, 2018, by and between the Registrant and JPMorgan Chase Bank, N.A.
10-K 001-38386 10.22 3/3/2020
−Removed: 10.15 Fourth Amendment to Loan and Security Agreement, dated February 27, 2020, among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.1 5/11/2020
Second Amendment to Schedule #1, dated June 4, 2020, among Cardlytics, Inc.
1 unchanged sentence
10-Q 001-38386 10.1 8/4/2020
−Removed: 10.17 Fifth Amendment to Loan and Security Agreement, dated September 17, 2020, amount Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.1 11/2/2020
2020 Amendment to General Services Agreement, dated December 2, 2020, by and between the Registrant and Bank of America, N.A.
10-K 001-38386 10.27 3/3/2021
−Removed: 10.19 Sixth Amendment to Loan and Security Agreement, dated December 30, 2020, amount Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-K 001-38386 10.28 3/3/2021
−Removed: 10.20 Form of Confirmation for Capped Call Transactions
−Removed: 8-K 001-38386 10.1 9/22/2020
10.12 Consent to Loan and Security Agreement, dated as of March 5, 2021, by and among Cardlytics, Inc., as Borrower, BSpears Merger Sub II, LLC, as additional borrower, and Pacific Western Bank, as Lender
10-Q 001-38386 10.1 5/4/2021
−Removed: 10.22 Assumption Agreement and Seventh Amendment Consent to Loan and Security Agreement, dated as of April 7, 2021, by and among Cardlytics, Inc., as Borrower, BSpears Merger Sub II, LLC, as additional borrower, and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.1 8/3/2021
−Removed: 10.23 Assumption Agreement and Eighth Amendment to Loan and Security Agreement, dated as of May 5, 2021, by and among Cardlytics, Inc., as Borrower, BSpears Merger Sub II, LLC, as additional borrower, and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.2 8/3/2021
Agreement and Plan of Merger, dated April 12, 2021, by and among Cardlytics, Inc., Bridg, Inc., Mr.
1 unchanged sentence
8-K 001-38386 10.1 11/18/2022
−Removed: Assumption Agreement and Tenth Amendment to Loan and Security Agreement, dated as of April 29, 2022, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.1 5/2/2022
General Service Agreement dated as of July 7, 2022 by and between the Registrant and Bank of America, N.A.
14 unchanged sentences
10-Q 001-38386 10.9 11/1/2022
−Removed: Assumption Agreement and Eleventh Amendment to Loan and Security Agreement, dated as of November 29, 2022, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-K 001-38386 10.41 3/1/2023
10.22† Offer Letter Agreement between Amit Gupta and Cardlytics, Inc.
2 unchanged sentences
10-K 001-38386 10.41 3/1/2023
−Removed: Assumption Agreement and Twelfth Amendment to Loan and Security Agreement, dated as of February 16, 2023, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-K 001-38386 10.41 3/1/2023
10.24† Amendment to Inducement Plan
10-K 001-38386 10.41 3/1/2023
−Removed: 10.39† 2022 Bonus Plan of the Registrant
−Removed: 10-K 001-38386 10.41 3/1/2023
−Removed: 10.40† Transition Letter Agreement by and between Andrew Christiansen and Cardlytics, Inc.
−Removed: 10-Q 001-38386 10.3 5/4/2023
Amendment No.
1 unchanged sentence
10-Q 001-38386 10.4 5/4/2023
−Removed: Assumption Agreement and Thirteenth Amendment to Loan and Security Agreement, dated as of May 3, 2023, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10-Q 001-38386 10.5 5/4/2023
10.26 Second Amendment to Inducement Plan
9 unchanged sentences
8-K 001-38386 10.1 9/19/2023
−Removed: 10.48* Assumption Agreement and Ninth Amendment to Loan and Security Agreement, dated as of March 17, 2022, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10.49* Assumption Agreement and Fourteenth Amendment to Loan and Security Agreement, dated as of December 6, 2023, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
10.31 Settlement Agreement by and between the Company and Shareholder Representative Services LLC, dated as of January 25, 2024
−Removed: Assumption Agreement and Fifteenth Amendment to Loan and Security Agreement, dated as of February 12, 2024, by and among Cardlytics, Inc., as Borrower and Pacific Western Bank, as Lender
−Removed: 10.52* 2023 Bonus Plan of the Registrant
+Added: 10-K 001-38386 10.5 3/14/2025
10.32 Amended Non-Employee Director Compensation Plan
+Added: 10-K 001-38386 10.53 3/14/2025
+Added: 10.33 Work Order between the Company and American Express Travel Related Services Company dated March 14, 2024 to Master Hosted Services Agreement
+Added: 10-Q 001-38386 10.4 5/8/2024
+Added: Statement of Work Change Order dated May 24, 2024, between the Registrant and Bank of America, N.A.
+Added: 10-Q 001-38386 10.1 8/7/2024
+Added: 10.35 Offer Letter between Amit Gupta and the Registrant, dated August 21, 2024.
+Added: 10-Q 001-38386 10.1 11/6/2024
+Added: 10.36 Amended and Restated Loan and Security Agreement dated as of September 30, 2024, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender
+Added: 10-Q 001-38386 10.3 11/6/2024
+Added: 10.37* Assumption Agreement and First Amendment to Loan and Security Agreement, dated as of December 6, 2024, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender
+Added: Assumption Agreement and Second Amendment to Loan and Security Agreement, dated as of January 27, 2025, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender
+Added: 10.39 2024 Bonus Plan of the Registrant
+Added: 19.1 Insider Trading Policy
21.1 Subsidiaries of the Registrant
6 unchanged sentences
97.1 Amended and Restated Policy for Recoupment of Incentive Compensation, adopted on October 2, 2023
+Added: 10-K 001-38386 97.1 3/14/2025
101.ins XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
−Removed: 101.sch XBRL Taxonomy Schema Linkbase Document
−Removed: 101.cal XBRL Taxonomy Calculation Linkbase Document
−Removed: 101.def XBRL Taxonomy Definition Linkbase Document
−Removed: 101.lab XBRL Taxonomy Label Linkbase Document
−Removed: 101.pre XBRL Taxonomy Presentation Linkbase Document
+Added: 101.sch XBRL Taxonomy Schema With Embedded Linkbase Document
104.0 Cover page formatted as Inline XBRL and contained in Exhibit 101
8 unchanged sentences
March 12, 2025 By:
−Removed: /s/ Karim Temsamani
−Removed: Karim Temsamani
+Added: /s/Amit Gupta
Chief Executive Officer
2 unchanged sentences
Signature Title Date
−Removed: /s/ Karim Temsamani Chief Executive Officer and Director March 14, 2024
−Removed: Karim Temsamani ( Principal Executive Officer )
+Added: /s/ Amit Gupta Chief Executive Officer and Director March 12, 2025
+Added: Amit Gupta ( Principal Executive Officer )
/s/ Alexis DeSieno Chief Financial Officer March 12, 2025
5 unchanged sentences
March 12, 2025
+Added: /s/ Srishti Gupta Director March 12, 2025
+Added: Srishti Gupta
/s/ Scott Hill Director March 12, 2025
−Removed: /s/ Jessica Jensen Director March 14, 2024
−Removed: Jessica Jensen
−Removed: /s/ Aimée Lapic Director March 14, 2024
+Added: /s/ Liane Hornsey Director March 12, 2025
+Added: Liane Hornsey
/s/ Alex Mishurov Director March 12, 2025
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.