Cardlytics (CDLX) insider plans sale including tax-cover shares

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) is the issuer for a planned sale of common stock under Rule 144 by Amit Gupta. The notice covers up to 6,676 shares of common stock held at Fidelity Brokerage Services LLC, with a Rule 144 calculation reference price of $26,908.29 and an expiration date of August 18, 2026.

The shares to be sold arise from restricted stock vesting on August 14, 2026, characterized as a compensation-related transaction by the issuer. The filer notes that the sale includes an amount necessary to cover a tax obligation from the settlement of a vested equity award distribution.

The filing also lists sales of Cardlytics common stock by Amit Gupta during the prior three months: 6,498 shares on July 2, 2026 for $28,560.72, 9,640 shares on July 6, 2026 for $42,361.14, and 6,785 shares on August 17, 2026 for $26,908.63.

Key Figures

Shares planned for sale under Rule 144: 6,676 shares Rule 144 calculation value: $26,908.29 Rule 144 notice expiration date: 08/18/2026 +3 more

6 metrics

Shares planned for sale under Rule 144 6,676 shares Common stock of Cardlytics, Inc. covered by this Form 144 notice

Rule 144 calculation value $26,908.29 Value associated with 6,676 shares of common stock in the Rule 144 securities information section

Rule 144 notice expiration date 08/18/2026 Expiration date listed for the Rule 144 securities information

Sale on 07/02/2026 6,498 shares for $28,560.72 Common stock sold by Amit Gupta during the past 3 months

Sale on 07/06/2026 9,640 shares for $42,361.14 Common stock sold by Amit Gupta during the past 3 months

Sale on 08/17/2026 6,785 shares for $26,908.63 Common stock sold by Amit Gupta during the past 3 months

Key Terms

Rule 144, Restricted Stock Vesting, vested equity award distribution

3 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Restricted Stock Vesting financial

"Common | 08/14/2026 | Restricted Stock Vesting | Issuer"

Restricted stock vesting is the timetable and conditions under which shares granted to employees or insiders become fully owned and can be sold, typically requiring continued work or meeting performance goals. It matters to investors because large blocks of shares can become tradable at once, which can change share supply and price, and because vesting aligns insiders’ incentives with the company’s long‑term performance—think of it like a timed unlock that both rewards and locks in key people.

vested equity award distribution financial

"settlement of a vested equity award distribution."

FAQ

What does the Form 144 filing mean for Cardlytics, Inc. (CDLX)?

The Form 144 notice discloses that an affiliate, Amit Gupta, may sell up to 6,676 CDLX shares under Rule 144. This is a regulatory disclosure of potential sales, not a company-level financing or new share issuance.

How many Cardlytics (CDLX) shares is Amit Gupta planning to sell under this Form 144?

The notice covers a potential sale of up to 6,676 shares of Cardlytics common stock. These shares relate to restricted stock vesting dated August 14, 2026 and are reported as a compensation-related transaction.

What prior Cardlytics (CDLX) share sales by Amit Gupta are disclosed in this Form 144?

The filing lists sales of 6,498 shares on July 2, 2026, 9,640 shares on July 6, 2026, and 6,785 shares on August 17, 2026. The reported gross proceeds were $28,560.72, $42,361.14, and $26,908.63, respectively.

Why does the Form 144 mention taxes for the Amit Gupta CDLX sale?

The remarks state the sale includes an amount necessary to cover a tax obligation from the settlement of a vested equity award distribution. This indicates part of the sale is tied to taxes due on compensation-related stock vesting.

What is the role of Fidelity Brokerage Services LLC in this Cardlytics (CDLX) Form 144?

Fidelity Brokerage Services LLC is listed as the broker handling the common stock for Amit Gupta. The Form 144 is signed by Wade Moss as a duly authorized representative and attorney-in-fact for Amit Gupta at Fidelity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 05:16 PM Accepted by SEC EDGAR 08/18/2026 - 05:15 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001961238
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Cardlytics, Inc.
SEC File Number	001-38386
Address of Issuer	675 PONCE DE LEON AVENUE, NE SUITE 4100 ATLANTA GEORGIA 30308
Phone	888-798-5802
Name of Person for Whose Account the Securities are To Be Sold	Gupta Amit
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	6676	26908.29	5888716	08/18/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/14/2026	Restricted Stock Vesting	Issuer			6676	08/14/2026	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Amit Gupta 675 Ponce de Leon Ave. NE Suite 4100 Atlanta GA 30308	Common	07/02/2026	6498	28560.72
Amit Gupta 675 Ponce de Leon Ave. NE Suite 4100 Atlanta GA 30308	Common	07/06/2026	9640	42361.14
Amit Gupta 675 Ponce de Leon Ave. NE Suite 4100 Atlanta GA 30308	Common	08/17/2026	6785	26908.63

144: Remarks and Signature

Remarks	Sale includes an amount necessary to cover a tax obligation resulting from the settlement of a vested equity award distribution.
Date of Notice	08/18/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/Wade Moss, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Amit Gupta
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)