[144] Cardlytics, Inc. SEC Filing

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) notice reports a proposed sale of 68,685 common shares through Fidelity Brokerage Services with an aggregate market value of $76,803.57, and an approximate sale date of 08/19/2025 on NASDAQ. The shares were acquired by restricted stock vesting from the issuer on 08/15/2025 and were issued as compensation. The filer disclosed two recent sales by Amit Gupta: 6,725 shares sold on 07/02/2025 for $11,987.99 and 68,260 shares sold on 08/18/2025 for $76,806.15. The notice includes the standard signature representation that the seller is not aware of undisclosed material adverse information.

Positive

• Transparent disclosure of planned insider sale under Rule 144, including broker, share count, and market value
• Acquisition source specified — shares were acquired via restricted stock vesting and issued as compensation
• Seller attestation that no undisclosed material adverse information is known

Negative

• Insider selling activity reported: planned sale of 68,685 shares and two recent sales totaling 74,985 shares in July–August 2025

Insights

Securities Analyst

TL;DR: Insider reports sale of newly vested restricted shares and recent disposals; transaction is disclosed under Rule 144.

The filing documents a Rule 144 notice for 68,685 common shares to be sold through Fidelity with an indicated market value of $76,803.57 and an approximate sale date of 08/19/2025. The shares were acquired via restricted stock vesting on 08/15/2025 and categorized as compensation. The filing also lists two recent sales by Amit Gupta on 07/02/2025 and 08/18/2025 with stated proceeds. This is a routine compliance disclosure that notifies the market of an insider's planned disposition of vested equity under Rule 144.

Corporate Governance Expert

TL;DR: Filing shows routine restricted stock vesting followed by planned sale; disclosure aligns with Rule 144 requirements.

The notice states acquisition via restricted stock vesting and identifies the sale channel and broker. It includes the seller's attestation regarding absence of undisclosed material adverse information and records recent related sales by the same individual. From a governance perspective, the document meets standard transparency obligations for officer/director/affiliate dispositions under SEC rules.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

Relationship to Issuer

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	68685	76803.57	53236901	08/19/2025	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	08/15/2025	Restricted Stock Vesting	Issuer			68685	08/15/2025	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	07/02/2025	6725	11987.99
Amit Gupta 675 Ponce de Leon Ave. NE Suite 4100 Atlanta GA 30308	Common	08/18/2025	68260	76806.15

144: Remarks and Signature

Remarks

Date of Notice

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for Cardlytics (CDLX) report?

The Form 144 reports a proposed sale of 68,685 common shares through Fidelity with an aggregate market value of $76,803.57 and an approximate sale date of 08/19/2025.

How were the shares acquired that are being sold under Rule 144?

The shares were acquired via restricted stock vesting from the issuer on 08/15/2025 and were issued as compensation.

Who has recently sold shares according to the filing?

The filing lists sales by Amit Gupta: 6,725 shares sold on 07/02/2025 for $11,987.99 and 68,260 shares sold on 08/18/2025 for $76,806.15.

Which broker is handling the proposed sale?

The proposed sale is through Fidelity Brokerage Services LLC, located at 900 Salem Street, Smithfield RI.

On which exchange will the shares be sold?

The filing indicates the sale will occur on NASDAQ.