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Cardlytics (NASDAQ: CDLX) CLO uses share sale to cover RSU taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cardlytics, Inc. Chief Legal & Privacy Officer Lynton Nicholas Hollmeyer exercised restricted stock units into 85,290 shares of common stock on April 1, 2026. He then sold 40,296 shares at a weighted average price of $0.99 solely to cover tax withholding obligations, and now directly holds 167,856 shares.

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Insider Lynton Nicholas Hollmeyer
Role Chief Legal & Privacy Officer
Sold 40,296 shs ($40K)
Type Security Shares Price Value
Exercise Restricted Stock Units 582 $0.00 --
Exercise Restricted Stock Units 1,578 $0.00 --
Exercise Restricted Stock Units 10,630 $0.00 --
Exercise Restricted Stock Units 12,500 $0.00 --
Exercise Restricted Stock Units 60,000 $0.00 --
Exercise Common Stock 582 $0.00 --
Exercise Common Stock 1,578 $0.00 --
Exercise Common Stock 10,630 $0.00 --
Exercise Common Stock 12,500 $0.00 --
Exercise Common Stock 60,000 $0.00 --
Sale Common Stock 40,296 $0.99 $40K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 123,444 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on April 1, 2026. 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 $0.965 to $1.040, 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). 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. 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. The RSU award was originally for 85,035 shares. The RSU award vested 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. 50% of the shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
RSU shares exercised 85,290 shares Total RSU-derived shares on April 1, 2026
Shares sold 40,296 shares Common stock sold on April 1, 2026
Weighted average sale price $0.99 per share Sales ranged from $0.965 to $1.040
Post-transaction holdings 167,856 shares Directly owned common stock after transactions
Exercise transactions count 5 exercises Derivative exercises reported in summary
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average sales price financial
"The price reported is a weighted average sales price. These shares were sold in multiple transactions"
tax withholding obligations financial
"Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares"
contingent right financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
vesting financial
"shares under this award vested on April 1, 2023, with the remaining 75% vesting quarterly"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
SEC Form 4
FORM 4UNITED 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*
Lynton Nicholas Hollmeyer

(Last)(First)(Middle)
675 PONCE DE LEON AVENUE NE
SUITE 4100

(Street)
ATLANTA GEORGIA 30308

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal & Privacy Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M582A(1)123,444D
Common Stock04/01/2026M1,578A(1)125,022D
Common Stock04/01/2026M10,630A(1)135,652D
Common Stock04/01/2026M12,500A(1)148,152D
Common Stock04/01/2026M60,000A(1)208,152D
Common Stock04/01/2026S40,296(2)D$0.99(3)167,856D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/01/2026M582 (4) (4)Common Stock582$00D
Restricted Stock Units(1)04/01/2026M1,578 (5) (5)Common Stock1,578$01,578D
Restricted Stock Units(1)04/01/2026M10,630 (6) (6)Common Stock10,630$00D
Restricted Stock Units(1)04/01/2026M12,500 (7) (7)Common Stock12,500$012,500D
Restricted Stock Units(1)04/01/2026M60,000 (7) (7)Common Stock60,000$060,000D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
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 April 1, 2026. 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 $0.965 to $1.040, 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 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.
5. 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.
6. The RSU award was originally for 85,035 shares. The RSU award vested 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.
7. 50% of the shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
Remarks:
/s/ Nick Lynton04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)