[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) filed a Form 4 showing that Chief Executive Officer and Director Amit Gupta received sizeable equity grants on 23 June 2025. The award package consists of 1,000,000 Restricted Stock Units (RSUs) and 300,000 Performance Stock Units (PSUs), each convertible into one share of common stock at no cost.

RSU vesting: 50 % of the RSUs vest on 23 June 2026; the remaining 50 % vest quarterly over the following year, ending 23 June 2027, subject to continued employment. PSU vesting: shares vest in stated proportions once specific share-price hurdles are achieved, also contingent on Gupta’s continued service.

The grants increase Gupta’s directly held derivative securities to 1.3 million units. No open-market purchases, sales, or option exercises were reported, and no non-derivative holdings were disclosed in this filing.

While the awards create potential dilution, they combine time-based and performance-based components, linking executive compensation to long-term share price appreciation and retention objectives.

Positive

• Performance-based PSUs link 300,000 shares to future stock-price targets, enhancing pay-for-performance alignment.
• Multi-year vesting encourages CEO retention and long-term strategic focus.

Negative

• Potential dilution of 1.3 million shares could weigh on future per-share metrics.
• Sizeable single-day grant may raise investor concerns about executive compensation magnitude.

Insights

Corporate Governance Analyst

TL;DR: CEO granted 1.3 M RSU/PSU package; aligns incentives but adds dilution risk—overall neutral governance signal.

The package mixes 1 M time-vested RSUs with 0.3 M PSUs tied to stock-price hurdles, a structure investors generally favour for balancing retention and performance. The absence of cash cost preserves liquidity, and the multi-year vesting horizon supports longer-term strategy execution. However, issuing 1.3 M potential shares raises dilution concerns, especially for a company with a modest float. No material change in control or insider selling accompanies the grant, so the filing is routine from a Section 16 perspective. I view the governance impact as neutral: incentive alignment positive, dilution offsetting.

Portfolio Manager

TL;DR: Large equity grant incentivises CEO; modest near-term trading impact—watch dilution and PSU price targets.

Equity-heavy compensation can motivate value creation, and performance triggers on 300 k PSUs help ensure pay-for-performance. Still, 1.3 M new share equivalents represent a potential supply overhang that could cap upside if converted en masse. No immediate cash outflow or insider sales appear, so the news should not pressure the stock short-term. For valuation models, factor in incremental dilution when estimating fully-diluted EPS. Overall, I deem the filing not materially price-moving today, but it matters for long-term share-count assumptions.

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)
06/23/2025

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

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)	06/23/2025		A		1,000,000		(2)	(2)	Common Stock	1,000,000	$0	1,000,000	D
Performance Stock Unit	(3)	06/23/2025		A		300,000		(4)	(4)	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

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

2. 50% of the shares underlying the RSU award will vest on June 23, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through June 23, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.

3. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

4. The PSU vests in specified percentages upon achievement of specified price per share targets, provided that the Reporting Person remains employed by the Issuer on such vesting dates.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	06/25/2025
	** 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).
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FAQ

How many shares did Cardlytics (CDLX) CEO Amit Gupta receive in the latest Form 4?

The filing reports 1,000,000 RSUs and 300,000 PSUs, totalling 1.3 million share equivalents.

When do the RSUs granted to CDLX's CEO vest?

50 % vest on 23 June 2026; the remaining half vests quarterly until 23 June 2027, subject to continued employment.

What conditions apply to the performance stock units (PSUs)?

PSUs vest in varying percentages only after specific share-price targets are met and the CEO remains employed on vesting dates.

Does the Form 4 report any open-market purchases or sales by the CEO?

No. The filing lists only equity grants; there are no purchases, sales, or option exercises disclosed.

Will the new equity awards dilute existing CDLX shareholders?

Yes, conversion of the 1.3 million units into common stock would increase the share count, creating potential dilution.