Cardlytics Inc

On November 1, 2024, our Board of Directors approved an amendment to the 2022 Inducement Plan (the “Inducement Plan”) to increase the number of shares of our common stock reserved for issuance pursuant to Awards (as defined below) from 2,650,000 shares of common stock to 5,150,000 shares of common stock. After taking into account the amendment to the Inducement Plan, we currently have 3,209,849 shares of common stock available for the grant of Awards under the Inducement Plan.

The amendment to the Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. An “Award” is any right to receive shares of our common stock or other property pursuant to the Inducement Plan, including nonstatutory stock options, restricted stock awards and restricted stock unit awards. Awards under the Inducement Plan may only be made to individuals not previously employees or directors of our company, or who are returning to employment following a bona fide period of non-employment with our company, in each case as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.