As filed with the Securities and Exchange Commission on March 4, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| CARDLYTICS, INC. | ||||||||
| (Exact Name of Registrant as Specified in its Charter) | ||||||||
| 675 Ponce de Leon Avenue NE, Suite 4100 | ||||||||
| Delaware | Atlanta, Georgia 30308 | 26-3039436 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Address of principal executive offices) (Zip code) | (I.R.S. Employer Identification No.) | ||||||
| 2018 Employee Stock Purchase Plan | ||||||||||||||
| (Full title of the plan) | ||||||||||||||
| Amit Gupta | ||||||||||||||
| Cardlytics, Inc. | ||||||||||||||
| 675 Ponce de Leon Avenue NE, Suite 4100 | ||||||||||||||
| Atlanta, Georgia 30308 | ||||||||||||||
| (Name and address of agent for service) | ||||||||||||||
| (888) 798-5802 | ||||||||||||||
| (Telephone number, including area code, of agent for service) | ||||||||||||||
Copies to:
Mark Ballantyne
Trey Reilly
Cooley LLP
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, VA 20190
(703) 456-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | ||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | ||||||||||||||||||||
| 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 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Cardlytics, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 500,000 additional shares of its common stock under the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), pursuant to the provisions of the 2018 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2018 ESPP on January 1, 2026. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Registration Statements on Form S-8 related to the 2018 ESPP, previously filed with the Commission on February 9, 2018 (File No. 333-222965), May 21, 2019 (File No. 333-231640), March 3, 2020 (File No. 333-236869), March 1, 2021 (File No. 333-253675), March 1, 2022 (File No. 333-263143), January 23, 2023 (File No. 333-269361), January 29, 2024 (File No. 333-276737) and January 23, 2025 (File No. 333-284434).
(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 4, 2026.
(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 26, 2026.
(d) The description of the Registrant’s Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on February 6, 2018 (File No. 001-38386) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Commission on March 3, 2020.
(e) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
| Exhibit Number | Description | ||||||||||
| 4.1 | (1) | ||||||||||
| 4.2 | (2) | ||||||||||
| 4.4 | (3) | ||||||||||
| 4.5 | (4) | ||||||||||
| 5.1 | (5) | ||||||||||
| 23.1 | (5) | ||||||||||
| 23.2 | (5) | ||||||||||
| 24.1 | (5) | ||||||||||
| 107 | (5) | ||||||||||
(1)Previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 12, 2018, and incorporated by reference herein.
(2)Previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 12, 2018, and incorporated by reference herein.
(3)Previously filed as Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 29, 2018, and incorporated by reference herein.
(4)Previously filed as Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-222531), filed with the Commission on January 29, 2018, and incorporated by reference herein.
(5)Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on March 4, 2026.
| CARDLYTICS, INC. | ||||||||||||||
| By: | /s/ Amit Gupta | |||||||||||||
| Amit Gupta | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Amit Gupta, Nick Lynton and David Evans, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Amit Gupta | Chief Executive Officer and Director | March 4, 2026 | ||||||||||||
| Amit Gupta | (Principal Executive Officer) | |||||||||||||
| /s/ David Evans | Chief Financial Officer | March 4, 2026 | ||||||||||||
| David Evans | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ John Klinck | Chairperson | March 4, 2026 | ||||||||||||
| John Klinck | ||||||||||||||
| /s/ Jon Francis | Director | March 4, 2026 | ||||||||||||
| Jon Francis | ||||||||||||||
| /s/ Andre Fernandez | Director | March 4, 2026 | ||||||||||||
| Andre Fernandez | ||||||||||||||
| /s/ Srishti Gupta | Director | March 4, 2026 | ||||||||||||
| Srishti Gupta | ||||||||||||||
| /s/ Scott Hill | Director | March 4, 2026 | ||||||||||||
| Scott Hill | ||||||||||||||
| /s/ Liane Hornsey | Director | March 4, 2026 | ||||||||||||
| Liane Hornsey | ||||||||||||||
| /s/ Alex Mishurov | Director | March 4, 2026 | ||||||||||||
| Alex Mishurov | ||||||||||||||