PAR Technology (NYSE: PAR) issues 1,810,222 shares for Cardlytics Bridg acquisition
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
PAR Technology Corporation issued 1,810,222 shares of its common stock as consideration for acquiring substantially all of Cardlytics’ Bridg platform business, including point-of-sale data analytics, loyalty marketing, and retail media network assets. These “Consideration Shares” were issued in a private transaction relying on Section 4(a)(2) and/or Rule 506 of Regulation D under the Securities Act. PAR has agreed to register the Consideration Shares for resale with the U.S. Securities and Exchange Commission. This amendment simply adds the final share count to the previously filed report; all other terms remain unchanged.
Positive
- None.
Negative
- None.
Insights
PAR issued 1,810,222 shares for the Bridg acquisition, later to be registered for resale.
PAR Technology used equity rather than cash to fund the Bridg platform acquisition, issuing 1,810,222 common shares as consideration. The transaction structure relies on private-offering exemptions, then shifts to a registered-resale framework for the recipient.
This approach avoids immediate cash outlay but adds share overhang once the resale registration becomes effective. Actual market impact will depend on resale timing and selling behavior by the Cardlytics counterparty, which are not detailed in this amendment.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 24, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315 ) 738-0600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) is being filed by PAR Technology Corporation, a Delaware corporation (the “Company”), for the purpose of amending and supplementing Item 3.02 of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission on January 26, 2026 (the “Original Form 8-K”). This Amendment is being filed to provide the total number of shares (the “Consideration Shares”) of the Company’s common stock, par value $0.02 (the “Common Stock”), that the Company issued pursuant to that certain Asset Purchase Agreement by and among the Company, DB Sub, LLC, a Delaware limited liability company and an indirectly wholly owned subsidiary of the Company ("DB Sub"), and Cardlytics, Inc., a Delaware corporation ("Cardlytics"), pursuant to which the Company agreed to acquire, through DB Sub, substantially all of Cardlytics' point-of-sale data analytics, loyalty marketing, and retail media network business assets offered through the Bridg platform (the "Acquisition"). The total number of Consideration Shares could not be definitively determined at the time of filing the Original Form 8-K. No other changes have been made to the Original Form 8-K.
| Item 3.02 | Unregistered Sales of Equity Securities. | ||||
The information set forth in Item 3.02 of the Original Form 8-K is hereby supplemented as follows:
On March 24, 2026, the closing of the Acquisition occurred, and the Company issued 1,810,222 Consideration Shares. The sale and issuance of the Consideration Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to register the Consideration Shares for resale with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PAR TECHNOLOGY CORPORATION | ||||||||
(Registrant) | ||||||||
| Date: | March 24, 2026 | /s/ Bryan A. Menar | ||||||
Bryan A. Menar | ||||||||
Chief Financial Officer | ||||||||
(Principal Financial Officer) | ||||||||
FAQ
What did PAR Technology (PAR) disclose in this 8-K/A amendment?
PAR Technology disclosed the final share count issued for the Bridg acquisition. The company confirmed it issued 1,810,222 common shares as consideration and will register these shares with the SEC for potential resale by the recipient.
Does this PAR Technology 8-K/A change earlier acquisition terms?
The amendment does not change previously disclosed acquisition terms. It supplements the earlier report by specifying the exact total of 1,810,222 Consideration Shares issued at closing; all other information from the original Form 8-K remains the same.