9 unchanged sentences
Based on the assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
−Removed: Our independent registered public accounting firm has issued at attestation report on the effectiveness of our internal control over financial reporting, which appears in this Annual Report.
+Added: Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, which appears in this Annual Report.
Changes in Internal Control Over Financial Reporting
64 unchanged sentences
10-K 001-38386 4.3 3/3/2020
−Removed: 4.3 Indenture, dated as of September 22, 2020, by and between the Registrant ant U.S.
−Removed: Bank National Association, as Trustee.
−Removed: 8-K 001-38386 4.1 9/22/2020
−Removed: 4.4 Form of Global Note, representing the Registrant’s 1.00% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.4)
−Removed: 8-K 001-38386
−Removed: 4.2 9/22/2020
4.3 Indenture, dated as of April 1, 2024, by and between the Registrant ant U.S.
15 unchanged sentences
S-1 333-222531 10.9 1/12/2018
−Removed: Software License, Customization and Maintenance Agreement, dated as of November 4, 2010 by and between the Registrant and Bank of America, N.A., as amended to date
−Removed: S-1 333-222531 10.16 1/12/2018
Master Agreement and Schedule #1 to the Master Agreement, dated May 3, 2018 and May 7, 2018, respectively, by and between the Company and JPMorgan Chase Bank, National Association
5 unchanged sentences
10-Q 001-38386 10.1 8/4/2020
−Removed: 2020 Amendment to General Services Agreement, dated December 2, 2020, by and between the Registrant and Bank of America, N.A.
−Removed: 10-K 001-38386 10.27 3/3/2021
10.10 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
3 unchanged sentences
8-K 001-38386 10.1 11/18/2022
−Removed: General Service Agreement dated as of July 7, 2022 by and between the Registrant and Bank of America, N.A.
−Removed: 10-Q 001-38386 10.2 8/2/2022
−Removed: Statement of Work Agreement dated as of July 7, 2022 by and between the Registrant and Bank of America, N.A.
−Removed: 10-Q 001-38386 10.3 8/2/2022
−Removed: 10.16† Offer Letter Agreement between Karim Temsamani and Cardlytics, Inc.
−Removed: 10-Q 001-38386 10.2 11/1/2022
−Removed: 10.17† Severance Agreement between Karim Temsamani and Cardlytics, Inc.
−Removed: 10-Q 001-38386 10.3 11/1/2022
10.12† Severance Agreement between Nick Lynton and Cardlytics, Inc.
23 unchanged sentences
10-Q 001-38386 10.3 8/1/2023
−Removed: 10.30 Cooperation Agreement, dated as of September 19, 2023, by and among Cardlytics, Inc.
−Removed: and the investors named therein
−Removed: 8-K 001-38386 10.1 9/19/2023
−Removed: 10.31 Settlement Agreement by and between the Company and Shareholder Representative Services LLC, dated as of January 25, 2024
−Removed: 10-K 001-38386 10.5 3/14/2025
−Removed: 10.32 Amended Non-Employee Director Compensation Plan
−Removed: 10-K 001-38386 10.53 3/14/2025
10.24 Work Order between the Company and American Express Travel Related Services Company dated March 14, 2024 to Master Hosted Services Agreement
10-Q 001-38386 10.4 5/8/2024
−Removed: Statement of Work Change Order dated May 24, 2024, between the Registrant and Bank of America, N.A.
−Removed: 10-Q 001-38386 10.1 8/7/2024
10.25† Offer Letter between Amit Gupta and the Registrant, dated August 21, 2024.
3 unchanged sentences
10.27* 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: 10-K 001-38386 10.37 3/12/2025
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-K 001-38386 10.38 3/12/2025
+Added: 10.29 Assumption Agreement and Third Amendment to Loan and Security Agreement, dated as of March 26, 2025, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender
+Added: 10-Q 001-38386 10.2 5/7/2025
+Added: 10.30 Assumption Agreement and Fourth Amendment to Loan and Security Agreement, dated as of April 16, 2025, by and among Cardlytics, Inc., as Borrower and Banc of California, as Lender
+Added: 10-Q 001-38386 10.3 5/7/2025
+Added: 10.31† 2025 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise, Stock Option Grant Notice, Restricted Stock Unit Notice and Restricted Stock Agreement thereunder
+Added: 10-Q 001-38386 10.1 8/6/2025
+Added: 10.32† Amended Offer Letter between Amit Gupta and the Registrant, dated June 23, 2025
+Added: 10-Q 001-38386 10.3 8/6/2025
+Added: 10.33† Amended Separation Pay Agreement between Amit Gupta and the Registrant, dated June, 23, 2025
+Added: 10-Q 001-38386 10.4 8/6/2025
+Added: 10.34 Fourth Amendment to Schedule #1, dated July 7, 2025, among Cardlytics, Inc.
+Added: and JPMorgan Chase Bank, National Association
+Added: 10-Q 001-38386 10.5 8/6/2025
+Added: 10.35*† Non-Employee Director Compensation Plan As Amended & Restated February 17, 2026
10.36*† 2025 Bonus Plan of the Registrant
+Added: 10.37* ^
+Added: Asset Purchase Agreement among C ardlytics, Inc.
+Added: , P AR Technology Corporation and DB SUB , LLC, dated as of January 23, 2026
+Added: 10.38*† Offer Letter Agreement between David Evans and Cardlytics, Inc.
+Added: 10.39*† Separation Pay Agreement between David Evans and Cardlytics, Inc.
+Added: 10.40* Consent and Fifth Amendment to Amended and Restated Loan and Security Agreement
19.1 Insider Trading Policy
+Added: 10-K 001-38386 19.1 3/12/2025
21.1* Subsidiaries of the Registrant
−Removed: 10-Q 001-38386 21.1 8/14/2018
23.1* Consent of Deloitte & Touche LLP, independent registered public accounting firm
10 unchanged sentences
** Furnished herewith
−Removed: Certain portions of this exhibit, indicated by asterisks, have been omitted pursuant to Item 601(b)(10) of Regulation S–K because they are not material and would likely cause competitive harm to the registrant if publicly disclosed.
+Added: Certain portions of this exhibit, indicated by asterisks, have been omitted pursuant to Item 601(b)(10) of Regulation S-K because the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as proviate and confidential.
† Indicates management contract or compensatory plan
−Removed: # Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document
FORM 10-K SUMMARY
9 unchanged sentences
Amit Gupta ( Principal Executive Officer )
−Removed: /s/ Alexis DeSieno Chief Financial Officer March 12, 2025
−Removed: Alexis DeSieno (Principal Financial and Accounting Officer)
+Added: /s/ David Evans Chief Financial Officer March 4, 2026
+Added: David Evans (Principal Financial and Accounting Officer)
/s/ John Klinck Board Chairperson March 4, 2026
11 unchanged sentences
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.