Cardlytics Announces Proposed Private Offering of $200 Million of Convertible Senior Notes - Seite 2

In connection with establishing their initial hedges of the capped call transactions, Cardlytics expects that the option counterparties and/or their respective affiliates may enter into various derivative transactions with respect to Cardlytics’ common stock and/or purchase Cardlytics’ common stock in secondary market transactions concurrently with or shortly after the pricing of the notes, including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Cardlytics’ common stock or the notes at that time.

In addition, Cardlytics expects that the option counterparties and/or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling Cardlytics’ common stock or other securities of Cardlytics in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to be scheduled to occur during the observation period relating to any conversion of the notes on or after June 15, 2025 that is not in connection with a redemption, or following Cardlytics’ election to terminate any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause or prevent an increase or a decrease in the market price of Cardlytics’ common stock or the notes, which could affect a noteholder’s ability to convert its notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, this could affect the amount and value of the consideration that a noteholder will receive upon conversion of its notes.

The notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the notes, nor any shares of Cardlytics’ common stock issuable upon conversion of the notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.