Cardlytics, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Management conducted an assessment of our internal control over financial reporting based on the framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on the assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. 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 There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Cardlytics, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Cardlytics, Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 4, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion 106 The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Atlanta, Georgia March 4, 2026 ITEM 9B. OTHER INFORMATION. Not applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 107 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission ("SEC") within 120 days of the fiscal year ended December 31, 2025. We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website at www.cardlytics.com. The Nominating and Corporate Governance Committee of our Board of Directors is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. If we make any substantive amendments to the Code of Conduct or we grant any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K. 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. 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. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. PART IV. 108 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report: (i) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm are shown in the Index to Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. (ii) All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (iii) Exhibits are incorporated herein by reference or are filed with this Annual Report as indicated below. (b) Exhibits: Incorporated by Reference Exhibit Exhibit Description Schedule /Form File Number Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant S-1 333-222531 3.2 1/12/2018 3.2 Amended and Restated Bylaws of the Registrant S-1 333-222531 3.4 1/12/2018 4.1 Form of Common Stock Certificate of the Registrant S-1/A 333-222531 4.1 1/29/2018 4.2 Description of Cardlytics, Inc. Common Stock 10-K 001-38386 4.3 3/3/2020 4.3 Indenture, dated as of April 1, 2024, by and between the Registrant ant U.S. Bank National Association, as Trustee. 8-K 001-38386 4.1 4/1/2024 4.4 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) 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. S-1 333-222531 10.12 1/12/2018 10.2† 2008 Stock Plan and Forms of Option Agreement, Notice of Stock Option Grant, Exercise Notice, Restricted Stock Unit Notice and Restricted Stock Unit Agreement thereunder, as amended to date S-1/A 333-222531 10.1 1/29/2018 10.3† 2018 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder S-1/A 333-222531 10.2 1/29/2018 10.4† 2018 Employee Stock Purchase Plan S-1/A 333-222531 10.3 1/29/2018 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 10.6† Form of Indemnity Agreement by and between the Registrant and each of its directors and executive officers S-1 333-222531 10.9 1/12/2018 10.7^ 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 10-Q 001-38386 10.1 8/14/2018 10.8^ 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 10.9^ Second Amendment to Schedule #1, dated June 4, 2020, among Cardlytics, Inc. and JPMorgan Chase Bank, National Association 10-Q 001-38386 10.1 8/4/2020 109 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 10-Q 001-38386 10.1 5/4/2021 10.11^ Agreement and Plan of Merger, dated April 12, 2021, by and among Cardlytics, Inc., Bridg, Inc., Mr. T Merger Sub, Inc., and Shareholder Representative Services LLC 8-K 001-38386 10.1 11/18/2022 10.12† Severance Agreement between Nick Lynton and Cardlytics, Inc. 10-Q 001-38386 10.4 11/1/2022 10.13† 2022 Inducement Plan 10-Q 001-38386 10.7 11/1/2022 10.14† Form of option grant notice and agreement under 2022 Inducement Plan 10-Q 001-38386 10.8 11/1/2022 10.15† Form of restricted stock unit grant notice and agreement under 2022 Inducement Plan 10-Q 001-38386 10.9 11/1/2022 10.16† Offer Letter Agreement between Amit Gupta and Cardlytics, Inc. 10-K 001-38386 10.41 3/1/2023 10.17† Severance Agreement between Amit Gupta and Cardlytics, Inc. 10-K 001-38386 10.41 3/1/2023 10.18† Amendment to Inducement Plan 10-K 001-38386 10.41 3/1/2023 10.19^ Amendment No. Two to Office Lease Agreement dated as of April 23, 2023, by and between the Registrant and Jamestown Ponce City Market, L.P., as amended to date 10-Q 001-38386 10.4 5/4/2023 10.20† Second Amendment to Inducement Plan S-8 001-38386 4.8 7/18/2023 10.21^ Third Amendment to Schedule #1, dated June 29, 2023, to the Master Agreement by and between the Registrant and JPMorgan Chase Bank, N.A. 10-Q 001-38386 10.1 8/1/2023 10.22† Offer Letter Agreement between Alexis DeSieno and the Registrant dated June 20, 2023 10-Q 001-38386 10.2 8/1/2023 10.23† Separation Pay Agreement between Alexis DeSieno and the Registrant, dated July 13, 2023. 10-Q 001-38386 10.3 8/1/2023 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 10.25† Offer Letter between Amit Gupta and the Registrant, dated August 21, 2024. 10-Q 001-38386 10.1 11/6/2024 10.26 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 10-Q 001-38386 10.3 11/6/2024 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 10-K 001-38386 10.37 3/12/2025 10.28*^ 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 10-K 001-38386 10.38 3/12/2025 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 10-Q 001-38386 10.2 5/7/2025 110 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 10-Q 001-38386 10.3 5/7/2025 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 10-Q 001-38386 10.1 8/6/2025 10.32† Amended Offer Letter between Amit Gupta and the Registrant, dated June 23, 2025 10-Q 001-38386 10.3 8/6/2025 10.33† Amended Separation Pay Agreement between Amit Gupta and the Registrant, dated June, 23, 2025 10-Q 001-38386 10.4 8/6/2025 10.34 Fourth Amendment to Schedule #1, dated July 7, 2025, among Cardlytics, Inc. and JPMorgan Chase Bank, National Association 10-Q 001-38386 10.5 8/6/2025 10.35*† Non-Employee Director Compensation Plan As Amended & Restated February 17, 2026 10.36*† 2025 Bonus Plan of the Registrant 10.37* ^ Asset Purchase Agreement among C ardlytics, Inc. , P AR Technology Corporation and DB SUB , LLC, dated as of January 23, 2026 10.38*† Offer Letter Agreement between David Evans and Cardlytics, Inc. 10.39*† Separation Pay Agreement between David Evans and Cardlytics, Inc. 10.40* Consent and Fifth Amendment to Amended and Restated Loan and Security Agreement 19.1 Insider Trading Policy 10-K 001-38386 19.1 3/12/2025 21.1* Subsidiaries of the Registrant 23.1* Consent of Deloitte & Touche LLP, independent registered public accounting firm 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Amended and Restated Policy for Recoupment of Incentive Compensation, adopted on October 2, 2023 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 101.sch XBRL Taxonomy Schema With Embedded Linkbase Document 111 104.0 Cover page formatted as Inline XBRL and contained in Exhibit 101 * Filed herewith ** Furnished herewith ^ 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 112 ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. March 4, 2026 By: /s/Amit Gupta Amit Gupta Chief Executive Officer ( Principal Executive Officer ) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Amit Gupta Chief Executive Officer and Director March 4, 2026 Amit Gupta ( Principal Executive Officer ) /s/ David Evans Chief Financial Officer March 4, 2026 David Evans (Principal Financial and Accounting Officer) /s/ John Klinck Board Chairperson March 4, 2026 John Klinck /s/ Andre Fernandez Director March 4, 2026 Andre Fernandez /s/ Jon Francis Director March 4, 2026 Jon Francis /s/ Srishti Gupta Director March 4, 2026 Srishti Gupta /s/ Scott Hill Director March 4, 2026 Scott Hill /s/ Liane Hornsey Director March 4, 2026 Liane Hornsey /s/ Alex Mishurov Director March 4, 2026 Alex Mishurov 113