Cardlytics SEC Filings

Cardlytics, Inc. (CDLX) – Form 4 insider filing dated 06/25/2025 details an equity award to Chief Legal & Privacy Officer Nicholas Hollmeyer Lynton.

Derivative securities granted:

• 25,000 Restricted Stock Units (RSUs) awarded on 06/23/2025. The grant carries no exercise price.
• 9,375 Performance Stock Units (PSUs) awarded on the same date, also at a zero cost basis.

Vesting terms:

• RSUs – 50 % vest on 06/23/2026; the balance vests in equal quarterly instalments through 06/23/2027, contingent upon continued employment.
• PSUs – Vest in specified brackets only upon achievement of undisclosed share-price targets, and require continued employment on the applicable vesting dates.

Post-transaction ownership: The officer now directly holds 25,000 RSUs and 9,375 PSUs, each convertible into one share of common stock upon vesting, giving potential ownership of 34,375 additional common shares.

Key takeaways for investors: The filing reflects a routine equity incentive grant rather than an open-market purchase or sale; therefore, it does not immediately alter the company’s share count or insider ownership percentages. The inclusion of PSUs tied to price targets signals performance alignment between the executive and shareholders, but the ultimate dilution impact will depend on future vesting and share-price performance.

Cardlytics, Inc. (CDLX) filed a Form 4 showing that Chief Executive Officer and Director Amit Gupta received sizeable equity grants on 23 June 2025. The award package consists of 1,000,000 Restricted Stock Units (RSUs) and 300,000 Performance Stock Units (PSUs), each convertible into one share of common stock at no cost.

RSU vesting: 50 % of the RSUs vest on 23 June 2026; the remaining 50 % vest quarterly over the following year, ending 23 June 2027, subject to continued employment. PSU vesting: shares vest in stated proportions once specific share-price hurdles are achieved, also contingent on Gupta’s continued service.

The grants increase Gupta’s directly held derivative securities to 1.3 million units. No open-market purchases, sales, or option exercises were reported, and no non-derivative holdings were disclosed in this filing.

While the awards create potential dilution, they combine time-based and performance-based components, linking executive compensation to long-term share price appreciation and retention objectives.

Cardlytics, Inc. (NASDAQ: CDLX) filed an 8-K disclosing revised employment terms for Chief Executive Officer Amit Gupta. On 23 June 2025 the Board approved an Amended & Restated Offer Letter that immediately granted Mr. Gupta 1,000,000 time-based RSUs and 200,000 performance-based PSUs under the 2025 Equity Incentive Plan. The RSUs vest 50 % one year after the grant date and quarterly thereafter through year two. The PSUs vest over a three-year period beginning 1 April 2025, contingent on achieving predetermined share-price targets, with no vesting before 1 April 2026. If Gupta departs before 16 August 2025, any vested RSU value must be repaid in cash.

The company also committed to issue, on or before 31 May 2026, additional equity awards valued at up to $5 million (maximum 1.2 million shares). If the full amount is granted, 1.0 million would be RSUs and 0.2 million PSUs; final terms will be set by the Board or Compensation Committee.

An Amended & Restated Severance Agreement entitles Gupta to 18 months of base salary and medical coverage upon termination without Cause or resignation for Good Reason. Should such termination occur within three months before—or one year after—a Change in Control, all unvested equity will accelerate and fully vest. Other severance terms are unchanged from the prior agreement.

The package strengthens leadership retention and aligns incentives with share-price performance, but authorizes issuance of up to 2.2 million additional shares, implying potential dilution for existing shareholders and increased severance liabilities.