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.
Positive
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Negative
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Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 68,685 | $1.118 | $77K |
| Exercise | Common Stock | 125,000 | $0.00 | -- |
| Exercise | Common Stock | 125,000 | $0.00 | -- |
| Sale | Common Stock | 68,260 | $1.125 | $77K |
| Exercise | Restricted Stock Units | 125,000 | $0.00 | -- |
| Exercise | Restricted Stock Units | 125,000 | $0.00 | -- |
Footnotes (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. 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. 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. 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. 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. 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.
