Cardlytics Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

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restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nasdaq listing rule 5635(c)(4) regulatory

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

01/16/2026 - 04:05 PM

ATLANTA--(BUSINESS WIRE)-- Cardlytics, Inc. (NASDAQ: CDLX) today announced that on January 12, 2026, the Compensation Committee of Cardlytics’ Board of Directors granted an aggregate of 1,000,000 restricted stock units of Cardlytics to its newly appointed Chief Financial Officer, David Evans. The restricted stock units were granted as a material inducement to employment with Cardlytics in accordance with Nasdaq Listing Rule 5635(c)(4) and were granted under the Cardlytics, Inc. 2022 Inducement Plan (the “2022 Inducement Plan”).

Half of the restricted stock units underlying the award shall vest on February 1, 2027, and the remaining 50% shall vest quarterly over the subsequent 12 months, subject to Evans’ continuous service with Cardlytics through each vesting date. The restricted stock units are subject to the terms and conditions of the 2022 Inducement Plan.

About Cardlytics

Cardlytics (NASDAQ: CDLX) is a commerce media platform, powered by our publishers’ first-party purchase data, that makes commerce smarter and more rewarding for everyone. We offer a range of solutions to help advertisers and publishers grow and strengthen customer loyalty. With visibility into approximately half of all card-based transactions in the U.S. and a quarter in the U.K., Cardlytics enables advertisers to engage consumers at scale and drive incremental sales through our industry-leading card-linked offer network. Publisher partners can enhance their platforms with relevant and personalized offers that improve the shopping experience for their customers. Cardlytics also offers identity resolution capabilities through Bridg, which helps convert anonymous shoppers into known and reachable customers. Headquartered in Atlanta, Cardlytics has offices in Menlo Park, Los Angeles, Champaign, New York, and London. Learn more at www.cardlytics.com or follow us on LinkedIn.