CDLX Form 4: 14,350 RSUs vested; 7,799 shares sold for taxes
Rhea-AI Filing Summary
Amit Gupta, Cardlytics, Inc. (CDLX) Chief Executive Officer and director, reported vesting and sales tied to restricted stock units. On 10/01/2025 14,350 RSUs vested (each convertible into one share) and were recorded as an acquisition event. To cover tax withholding for that vesting, 7,799 shares were sold on 10/02/2025 at a weighted average price of $2.271, with reported sale prices ranging from $2.21 to $2.36. After these transactions, the Reporting Person beneficially owned 498,310 shares directly and had 28,699 RSU-based shares remaining that will convert to common stock if vesting conditions are met. The original RSU grant totaled 114,796 shares and vests in eight equal installments through 04/01/2026.
Positive
- RSU vesting of 14,350 shares indicates continued executive compensation alignment
- Disclosure clearly states sale was solely to satisfy tax withholding, not for other liquidity purposes
Negative
- Share count reduced by 7,799 sold shares, lowering direct beneficial ownership to 498,310
- Weighted average sale price of $2.271 reflects low per-share proceeds for the sale
Insights
Routine RSU vesting with tax-sale of shares; ownership modestly reduced.
The filing shows a standard vesting event of 14,350 RSUs on 10/01/2025 converting to the same number of shares.
The Reporting Person sold 7,799 shares on 10/02/2025 solely to satisfy tax withholding, at a weighted average price of $2.271, with prices between $2.21 and $2.36.
This leaves 498,310 directly owned shares and 28,699 RSU-derived shares unissued but attributable; the remaining RSU tranche schedule runs through 04/01/2026.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 7,799 | $2.271 | $18K |
| Exercise | Restricted Stock Units | 14,350 | $0.00 | -- |
| Exercise | Common Stock | 14,350 | $0.00 | -- |
Footnotes (1)
- Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on October 1, 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 $2.21 to $2.36, 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 114,796 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.
