Cardlytics, Inc. 8-K

What Happened

• On January 23, 2026 Cardlytics, Inc. entered into an asset purchase agreement with PAR Technology Corporation and DB Sub, LLC under which Buyer will acquire Cardlytics’ assets, properties and rights primarily related to the Bridg platform. The board of Cardlytics approved the transaction.
• Consideration will be delivered in PAR common stock using a formula based on $27.5 million plus certain contract adjustments (less an estimated closing net adjustment), capped at $30.0 million, divided by PAR’s 15‑day volume‑weighted average price prior to closing. PAR will file a registration statement covering resale of the shares within three business days after closing (or after receiving a completed investor questionnaire).

Key Details

• Signing date: January 23, 2026; Form 8-K filed January 26, 2026.
• Purchase consideration: $27.5M base plus adjustments, capped at $30.0M, paid in PAR common stock (VWAP over 15 trading days).
• Closing conditions and timing: customary conditions apply, including absence of governmental restraints and no material adverse effect; Buyer may terminate if conditions are not satisfied by March 24, 2026 (subject to certain exceptions).
• Other terms: Buyer will assume certain liabilities related to the Purchased Assets; Cardlytics agreed to a five‑year non‑compete/non‑solicit covenant with respect to the Bridg assets.

Why It Matters

• This is a sale of Cardlytics’ Bridg platform assets rather than a cash acquisition; investors will receive equity in PAR, so the value realized depends on PAR’s stock price and the effectiveness/timing of the registration statement.
• The transaction reduces Cardlytics’ asset base and transfers related liabilities for the Bridg platform; closing is subject to conditions and is not guaranteed.
• Key near‑term items for investors to monitor: whether the closing occurs (and by the March 24, 2026 backstop), the final Purchase Consideration amount after adjustments, and PAR’s registration filing and effectiveness for resale of the shares.