PAR TECHNOLOGY CORP 8-K

What Happened
PAR Technology Corporation announced on January 23, 2026 that it entered into an Asset Purchase Agreement to acquire substantially all of Cardlytics, Inc.'s point-of-sale data analytics, loyalty marketing, and retail media network business assets offered through the Bridg platform. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, and PAR will assume certain liabilities related to the acquired assets.

Key Details

• Purchase consideration: up to $30.0 million, expected to be paid in PAR common stock ("Consideration Shares").
• Shares to be issued: up to approximately 950,000 Consideration Shares (exact number determined by the 15‑day VWAP prior to closing), representing about 2.3% of outstanding common stock after issuance.
• Securities treatment: Consideration Shares will be issued in an unregistered transaction relying on Section 4(a)(2) and/or Rule 506 of Regulation D; PAR has agreed to register the shares for resale with the SEC.
• Disclosure: PAR issued a press release on January 26, 2026 regarding the Acquisition (furnished as Exhibit 99.1 in the 8‑K).

Why It Matters
This acquisition expands PAR's data analytics and retail media capabilities by adding Bridg's point‑of‑sale and loyalty assets, paid primarily in stock rather than cash, which could limit short‑term cash outflow. The issuance size (up to ~2.3% of shares) is modest but dilutive, and closing remains subject to customary conditions. Investors should watch for the definitive closing, any post‑closing purchase price adjustments, and PAR's registration of the Consideration Shares for resale.