CDLX Insider Filing: Amit Gupta RSU Vesting and Share Sales Disclosed

Rhea-AI Filing Summary

Amit Gupta, Chief Executive Officer and Director of Cardlytics, Inc. (CDLX), reported vesting and subsequent sales of restricted stock units in a Form 4 filing. Two installments of 125,000 RSUs each were treated as acquired/settled on 08/18/2025, increasing his beneficial ownership to 628,704 shares before sales. On 08/18/2025 and 08/19/2025, Mr. Gupta sold 68,260 and 68,685 shares, respectively, solely to satisfy tax-withholding obligations from the RSU vesting. The weighted-average sale prices reported were approximately $1.125 and $1.118, with sales prices within disclosed ranges.

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation vesting and tax-withholding sales; no material governance red flags apparent.

The filing documents normal vesting of equity awards and share sales solely to satisfy tax withholding. The transactions align with standard compensation administration: two 125,000-RSU installments vested and subsequent share disposals covered taxes. Ownership remained concentrated in the reporting person, and there is no indication of accelerated vesting beyond the published schedule. This is a routine disclosure with limited corporate governance implications.

Compensation Analyst

TL;DR: Vesting schedule execution and tax sales are consistent with RSU award terms; modest short-term share supply from tax withholdings.

The RSU awards referenced (500,000-share grants each) vest in four 25% installments tied to tenure since August 16, 2024. The reported M-code entries reflect settlement of vested RSUs and resulting increases in beneficial ownership, followed by sales to meet tax obligations. The weighted-average sale prices are low relative to typical flotation values but reflect the actual transaction range disclosed. These events are compensation-related and not operational performance signals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gupta Amit

(Last) (First) (Middle)

675 PONCE DE LEON AVENUE NE

SUITE 4100

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2025		M		125,000	A	(1)	503,704	D
Common Stock	08/18/2025		M		125,000	A	(1)	628,704	D
Common Stock	08/18/2025		S		68,260(2)	D	$1.125(3)	560,444	D
Common Stock	08/19/2025		S		68,685(2)	D	$1.118(4)	491,759	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/16/2025		M			125,000	(5)	(5)	Common Stock	125,000	$0	250,000	D
Restricted Stock Units	(1)	08/16/2025		M			125,000	(6)	(6)	Common Stock	125,000	$0	250,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.

2. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on August 18, 2025. The Reporting Person did not sell shares for any other purpose.

3. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $1.075 to $1.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (3) and (4) in this Form 4.

4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $1.085 to $1.155, inclusive.

5. The RSU award is for 500,000 shares that were granted on August 21, 2024. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.

6. The RSU award is for 500,000 shares that were granted on January 29, 2025. The RSUs will vest in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Amit Gupta report in the CDLX Form 4 filing?

The filing reports vesting/settlement of RSUs and subsequent sales to cover tax withholding: two 125,000-RSU installments vested and shares were sold on 08/18/2025 and 08/19/2025.

How many shares vested and how many were sold by Amit Gupta?

A total of 250,000 RSUs were treated as acquired (125,000 + 125,000), and Mr. Gupta sold 68,260 shares on 08/18/2025 and 68,685 shares on 08/19/2025 to satisfy tax withholding.

What prices were the shares sold at in the Form 4 for CDLX?

The weighted-average sale prices reported were approximately $1.125 for the 08/18/2025 sales and $1.118 for the 08/19/2025 sales; per-footnote ranges were $1.075–$1.19 and $1.085–$1.155 respectively.

Why were shares sold according to the filing?

The filing states the shares were sold solely to satisfy tax withholding obligations resulting from delivery of vested RSUs; no other sale purposes were reported.

What RSU grants does the filing reference for the CEO of CDLX?

The filing references two 500,000-share RSU awards (granted Aug 21, 2024 and Jan 29, 2025) that vest in four installments over 24 months based on continued employment since Aug 16, 2024.