{"url_path":"/sec/cdlx/8-k/2026-06-03/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1666071/0001628280-26-040351-index.html","accession_number":"0001628280-26-040351","cik":"0001666071","ticker":"CDLX","issuer_name":"Cardlytics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1666071/0001628280-26-040351-index.html","primary_entity_key":"0001666071","primary_entity_name":"Cardlytics, Inc."},"word_count":522,"has_tables":true,"body_markdown":"ITEM 3.03    Material Modification to Rights of Security Holders.\n\nOn June 3, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect (i) a reverse stock split at a ratio of 1-for-10 (the “Reverse Stock Split”) and (ii) a corresponding reduction in the total number of authorized shares of common stock from 100,000,000 shares to 10,000,000 shares (the “Authorized Shares Reduction”). The Reverse Stock Split and the Authorized Shares Reduction were authorized by the stockholders of the Company at the Company’s Annual Meeting of Stockholders held on May 20, 2026.\n\nPursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on June 5, 2026 (the “Effective Time”), every 10 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. As a result of the Reverse Stock Split, proportionate adjustments will be made (i) in accordance with the terms of the related indenture, to the conversion rate of the Company’s outstanding 4.25% Convertible Senior Notes due 2029, (ii) to the per share exercise price and the number of shares issuable upon the exercise or vesting of all stock options outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise of such stock options, and a proportional increase in the exercise price of all such stock options and (iii) to the number of shares issuable upon the vesting of all restricted stock units outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon the vesting of such restricted stock units. In addition, the number of shares reserved for issuance under the Company’s 2025 Equity Incentive Plan, 2018 Employee Stock Purchase Plan and 2022 Inducement Plan immediately prior to the Effective Time will be reduced proportionately.\n\nNo fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).\n\nThe Company’s common stock will begin trading on The Nasdaq Global Market on a split-adjusted basis when the market opens on June 8, 2026. The new CUSIP number for the Company’s common stock following the Reverse Stock Split will be 14161W303.\n\nAs of June 1, 2026, there were 58,078,634 shares of common stock outstanding. Immediately following the Reverse Stock Split, there will be approximately 5,807,863 shares of common stock outstanding (subject to adjustment due to the effect of cashing out fractional shares as described above).\n\nA copy of the Charter Amendment is filed with this report as Exhibit 3.1."}