---
schema_version: "secwatch.filing_event.v1"
accession: "0001666071-24-000025"
form_type: "8-K"
ticker: "CDLX"
cik: "0001666071"
company_name: "Cardlytics, Inc."
filed_at: "2024-01-29T23:59:59+00:00"
generated_at: "2026-06-06T15:58:38.702319+00:00"
event_type: "litigation"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Cardlytics settles Bridg earnout dispute for $25M cash+3.6M shares; prelim Q4 adj. EBITDA beats guidance

## Summary
- Settlement with SRS resolves all Bridg earnout disputes; total value ~$46M based on stock price at market close Jan 26.
- Cash payments: $20M by Jan 30, 2024; $3M by Jan 31, 2025; $2M by June 30, 2025; 3.6M shares issued Feb 2024.
- Company will dismiss lawsuit Cardlytics v. SRS in Delaware Chancery with prejudice.
- Preliminary Q4 2023 revenue $89-90M, adjusted EBITDA $9.5-10.5M (vs. prior guidance $4-8M).
- Positive adjusted EBITDA for FY2023 expected to allow credit facility maturity extension to April 2025.

## SEC filing metadata
- accession: 0001666071-24-000025
- form_type: 8-K
- ticker: CDLX
- cik: 0001666071
- company_name: Cardlytics, Inc.
- filed_at: 2024-01-29T23:59:59+00:00
- event_type: litigation
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1666071/000166607124000025/0001666071-24-000025-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1666071/000166607124000025/cdlx-20240125.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001666071-24-000025
- JSON: https://secwatch.observer/filing/0001666071-24-000025.json
- Plain text: https://secwatch.observer/filing/0001666071-24-000025.txt

## Key facts
- Earnings Releases
  Cardlytics, Inc. reported preliminary financial results for fourth quarter ended December 31, 2023.
  - Period: fourth quarter ended December 31, 2023
  - Result: preliminary results
  source text: The Company issued a press release announcing the Company's entry into the Settlement Agreement described above, as well as the Company's preliminary and unaudited financial results for the fourth quarter of 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000166607124000025/0001666071-24-000025-index.htm
- Material Agreements
  Cardlytics, Inc. entered into Settlement Agreement with Shareholder Representative Services LLC valued at $25.0 million in cash and 3.6 million shares (effective 2024-01-25).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Shareholder Representative Services LLC
  - Value: $25.0 million in cash and 3.6 million shares
  - Effective: 2024-01-25
  source text: On January 25, 2024, Cardlytics, Inc. (the “Company”) and Shareholder Representative Services LLC (“SRS”) entered into a settlement agreement (the “Settlement Agreement”) resolving all disputes between the parties related to the Agreement and Plan of Merger dated as of April 12, 2021, as amended, by and among the Company, Bridg, Inc., Mr. T Merger Sub, Inc, and SRS (the “Merger Agreement”), including all disputes related to the First Anniversary Payment Amount and the Second Anniversary Payment Amount, which are the two earnout payments contemplated by the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1666071/000166607124000025/0001666071-24-000025-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.