Item 1.01. Entry into a Material Definitive Agreement As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Q2 2026 Form 10-Q”), in connection with the acquisition of Bridg, Inc. (“Bridg”) by Cardlytics, Inc.…
Cardlytics (NASDAQ: CDLX) operates a purchase intelligence platform that transforms transaction data into targeted, personalized offers and rewards for consumer brands, delivered through banking and commerce platform in the United States and United Kingdom. We offer a range of solutions to help advertisers and publishers grow and strengthen customer loyalty. With visibility into approximately 50% of card-based transactions in the U.S. and U.K., Cardlytics enables advertisers to engage consumers at scale and drive incremental sales through our industry-leading card-linked offer network. Publisher partners can enhance their platforms with relevant and personalized offers that improve the shopping experience for their customers. Learn more at www.cardlytics.com or follow us on LinkedIn.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Q2 2026 Form 10-Q”), in connection with the acquisition of Bridg, Inc. (“Bridg”) by Cardlytics, Inc. (the “Company”) in 2021, the Company assumed certain indemnification obligations to former officers and directors of Bridg pursuant to existing indemnification agreements.
On July 9, 2026, Amit Jain, the founder and former Chief Executive Officer and director of Bridg, filed a verified complaint against the Company in the Court of Chancery of the State of Delaware (Case No. 2026-0896-TJF) seeking advancement and indemnification for fees and expenses incurred in connection with (i) the action captioned DailyGobble, Inc. v. Amit Jain, et al., No. 22STCV15317, in the Superior Court of the State of California (the “DailyGobble Action”), which was resolved through a settlement under which Mr. Jain’s allocated portion was approximately $5.3 million, and (ii) related insurance coverage actions involving Scottsdale Insurance Company.
On September 4, 2026, the Company and Mr. Jain entered into a settlement and release agreement (the “Settlement Agreement”), pursuant to which the parties agreed to settle Mr. Jain’s claim for an aggregate amount of $6.4 million, consisting of Mr. Jain’s allocated portion of the DailyGobble Action settlement and associated costs, plus $1.1 million in satisfaction of legal fees incurred related to the DailyGobble Action. This aggregate settlement amount is consistent with the $6.5 million accrual (comprised of a $5.3 million accrual for the settlement and a $1.2 million accrual for attorney's fees) recorded by the Company as of June 30, 2026, as disclosed in the Q2 2026 Form 10-Q. To recoup some of these costs, the Company is seeking insurance reimbursement that it believes should apply to this matter.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
