[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) – Form 4 insider transaction: Chief Legal & Privacy Officer Nicholas Hollmeyer reported the vesting of three restricted-stock-unit (RSU) tranches on 01-Jul-2025, converting a total of 12,788 shares of CDLX common stock. On 02-Jul-2025 he sold 5,271 shares at a weighted-average price of $1.7826 per share. According to the filing, the sale was executed solely to satisfy tax-withholding obligations generated by the RSU delivery.

Following the transactions, Hollmeyer’s direct ownership stands at 109,636 common shares. He also retains 39,945 unvested RSUs across three awards that continue to vest quarterly through 01-Apr-2026. No other insider relationships or indirect holdings were disclosed.

The activity represents a routine equity compensation event rather than a discretionary sale. The net effect is a modest increase in the executive’s equity exposure (shares acquired minus shares sold equals +7,517). Given CDLX’s low absolute share price, the dollar value of the tax-sale (~$9.4 k) is immaterial to the company and is unlikely to influence the investment thesis.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; small tax-related sale, immaterial to valuation.

The filing documents standard quarterly RSU vesting for a senior officer. Although 5,271 shares were sold, the purpose was tax withholding, not discretionary profit-taking, limiting any negative signal. Net share ownership increased, and the remaining 39.9 k RSUs sustain management’s long-term incentive alignment. With an estimated sale value below $10 k and no change to executive roles or corporate strategy, I view the disclosure as neutral from a market-impact perspective.

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
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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^*

Lynton Nicholas Hollmeyer

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal & Privacy Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		10,629	A	(1)	112,748	D
Common Stock	07/01/2025		M		581	A	(1)	113,329	D
Common Stock	07/01/2025		M		1,578	A	(1)	114,907	D
Common Stock	07/02/2025		S		5,271(2)	D	$1.7826(3)	109,636	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 Unit	(1)	07/01/2025		M			10,629	(4)	(4)	Common Stock	10,629	$0	31,889	D
Restricted Stock Unit	(1)	07/01/2025		M			581	(5)	(5)	Common Stock	581	$0	1,744	D
Restricted Stock Units	(1)	07/01/2025		M			1,578	(6)	(6)	Common Stock	1,578	$0	6,312	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.

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 July 1, 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 $1.66 to $1.8451, 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 footnote (3).

4. The RSU award was originally for 85,035 shares. The RSU award vested or will vest in eight equal installments on July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026 and April 1, 2026, provided that the Reporting Person remains employed by the Issuer on such vesting date.

5. The RSU award was originally for 9,299 shares. Twenty-five percent (25%) of the shares under this award vested on April 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.

6. This RSU award was originally for 25,247 shares. Twenty-five percent (25%) of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.

Remarks:

	/s/ Nick Lynton	07/02/2025
	** 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).
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FAQ

How many CDLX shares did Nicholas Hollmeyer acquire through RSU vesting?

12,788 shares vested and converted to common stock on 01-Jul-2025.

What was the sale price for the CDLX shares sold on 02-Jul-2025?

The weighted-average sale price was $1.7826 per share, within a $1.66–$1.8451 range.

How many CDLX shares does the insider own after the transactions?

Direct ownership is 109,636 common shares plus 39,945 unvested RSUs.

Why were shares sold by the insider?

All shares sold were solely to cover tax-withholding obligations arising from RSU vesting.

Do the transactions indicate a change in insider sentiment toward Cardlytics (CDLX)?

The filing appears routine; net ownership increased, so it does not signal a bearish outlook.