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Cardlytics, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

CDLX$1.95-11.0%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001628280-26-053340

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001628280-26-071002

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 10 previous paragraphs and 14 current paragraphs.

10 unchanged; 0 reworded; 4 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

General Risk Factors

Current report

If we fail to satisfy all applicable requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and it determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease.

Current report

We are required to continually meet Nasdaq’s listing requirements, including, among other things, a minimum closing price requirement of $1.00 per share and standards relative to minimum levels of stockholders’ equity, a minimum market value of publicly held shares (“MVPHS”) of $15.0 million, market capitalization and various additional requirements. If for any 30 consecutive business days, we fail to satisfy any of the required standards, for continued inclusion on Nasdaq, we may receive a deficiency letter regarding our non-compliance, and may be provided an applicable period to regain compliance, depending on the nature of the deficiency and the applicable Nasdaq rules. If we are unable to regain compliance within the applicable period, we expect that Nasdaq would provide written notice that our common stock would become subject to their delisting procedures. We intend to monitor the trading price of our common stock and may, if appropriate, implement strategies to attempt to regain compliance with the applicable Nasdaq requirements.

Current report

Any delisting or potential delisting of our common stock from Nasdaq could adversely affect our ability to attract new investors, reduce the liquidity of our outstanding common stock, reduce our ability to raise additional capital, reduce the price at which our common stock trades, adversely affect our relationships with our new and existing partners, result in negative publicity, and increase the transaction costs inherent in trading such common stock with overall negative effects for holders of our securities. In addition, the delisting of our common stock from Nasdaq would constitute a “fundamental change” under the indenture governing the Notes. See “Risk Factors—Risks Related to our Indebtedness” in our 2025 Annual Report on Form 10-K. For these reasons and others, delisting or potential delisting could adversely affect our business, financial condition, liquidity, cash flows and/or the trading price of our common stock.