cdlx-20251203

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

CARDLYTICS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-38386		26-3039436
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
675 Ponce de Leon Avenue NE, Suite 4100	Atlanta	Georgia	30308
(Address of principal executive offices, including zip code)
	(888)	798-5802
(Registrant's telephone, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	CDLX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 3, 2025, Alexis DeSieno, the Company’s Chief Financial Officer, notified the Company of her intent to resign as Chief Financial Officer, effective as of the earlier of the appointment of her successor or the close of business on March 6, 2026. Ms. DeSieno’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices or the Company’s financial statements or internal controls over financial reporting. The Company has begun the process of identifying candidates for the Chief Financial Officer role.

In the event Ms. DeSieno’s successor is appointed prior to March 6, 2026, the Company expects that Ms. DeSieno will remain employed in a non-officer advisory role through March 6, 2026, primarily focused on transitioning her responsibilities. Through the date her employment ends, Ms. DeSieno will continue to receive her current base salary and benefits.

The Company thanks Ms. DeSieno for her dedication and hard work over the last several years, including her efforts to help improve the Company’s balance sheet and liquidity and optimize the Company’s cost structure.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Cardlytics, Inc.

Date:	December 5, 2025	By:	/s/ Amit Gupta
			Amit Gupta
			Chief Executive Officer (Principal Executive Officer)

Cardlytics Inc. filed SEC Form 8-K: Leadership Update