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

Corporate Insider Compensation Analyst

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.

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

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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).

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)
10/01/2025

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	10/01/2025		M		14,350	A	(1)	506,109	D
Common Stock	10/02/2025		S		7,799(2)	D	$2.271(3)	498,310	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 Units	(1)	10/01/2025		M			14,350	(4)	(4)	Common Stock	14,350	$0	28,699	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 October 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 $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).

4. 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.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	10/02/2025
	** 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

What did Amit Gupta report on Form 4 for CDLX?

Amit Gupta reported vesting of 14,350 RSUs on 10/01/2025 and a sale of 7,799 shares on 10/02/2025 to satisfy tax withholding.

How many shares does Amit Gupta beneficially own after these transactions?

498,310 shares directly owned, plus 28,699 shares underlying RSUs remaining.

At what price were the withholding shares sold?

Shares were sold at a weighted average price of $2.271, with individual prices between $2.21 and $2.36.

What is the size and schedule of the RSU award mentioned?

The original RSU award was 114,796 shares, vesting in eight equal installments through 04/01/2026.

Were the shares sold for reasons other than tax withholding?

No. The filing states the shares were sold solely to satisfy tax withholding obligations arising from RSU vesting.