{"schema_version":"secwatch.filing_event.v1","accession":"0001666071-24-000053","form_type":"8-K","ticker":"CDLX","cik":"0001666071","company_name":"Cardlytics, Inc.","filed_at":"2024-04-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:19.495899+00:00","generated_at":"2026-06-04T04:43:59.754715+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Cardlytics issues $172.5M of 4.25% convertible notes due 2029, repurchases $183.9M of 2025 notes","bullets":["Issued $172.5M principal of 4.25% convertible senior notes due 2029, including full exercise of $22.5M initial purchasers' option.","Initial conversion price ~$18.02/share, a 32.5% premium over $13.60 closing price on March 26, 2024.","Net proceeds ~$169.3M plus cash used to repurchase ~$183.9M of existing 1.00% convertible notes due 2025.","Notes mature April 1, 2029; interest payable semi-annually at 4.25%, first payment October 1, 2024.","Conversions settled at company's option in cash, common stock, or combination; conversion rate adjustable."],"urls":{"canonical":"https://secwatch.observer/filing/0001666071-24-000053","json":"https://secwatch.observer/filing/0001666071-24-000053.json","markdown":"https://secwatch.observer/filing/0001666071-24-000053.md","text":"https://secwatch.observer/filing/0001666071-24-000053.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1666071/000166607124000053/0001666071-24-000053-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1666071/000166607124000053/cdlx-20240401.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T04:43:59.754715+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"526071a3d98bb54d4f60d12f5d091d867a4fb330","claim":"Cardlytics, Inc. incurred convertible notes of $172.5 million with U.S. Bank Trust Company, National Association at 4.25% per annum maturing April 1, 2029.","evidence_excerpt":"On April 1, 2024, Cardlytics, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $172.5 million principal amount of its 4.25% Convertible Senior Notes due 2029","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1666071/000166607124000053/0001666071-24-000053-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$172.5 million"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Rate","value":"4.25% per annum"},{"label":"Maturity","value":"April 1, 2029"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"6c5c5cc31d437d80195c2f893565d442c661eb9d","claim":"Cardlytics, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $172.5 million principal amount (effective 2024-04-01).","evidence_excerpt":"On April 1, 2024, Cardlytics, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $172.5 million principal amount of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $22.5 million principal amount of Notes. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of April 1, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1666071/000166607124000053/0001666071-24-000053-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Value","value":"$172.5 million principal amount"},{"label":"Effective","value":"2024-04-01"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}