Cardlytics CEO sells shares to cover RSU taxes

Cardlytics, Inc. Chief Executive Officer Amit Gupta reported RSU vesting and related share sales.

Rhea-AI Filing Summary

Cardlytics, Inc. Chief Executive Officer Amit Gupta reported RSU vesting and related share sales. On April 1, 2026, he acquired 514,350 shares of common stock at a conversion price of $0.00 per share through the exercise of restricted stock units. The same day and on April 2, 2026, he sold a total of 116,774 common shares at weighted average prices of $0.99 and $1.042 per share. Footnotes state these sales were made solely to satisfy tax withholding obligations from RSUs that vested on April 1, 2026 and were not for any other purpose. After these transactions, he directly held 1,057,220 shares of Cardlytics common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Gupta Amit

Role Chief Executive Officer

Sold 116,774 shs ($118K)

Approx. gross sale proceeds $118K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	54,225	$1.042	$57K
Exercise	Restricted Stock Units	14,350	$0.00	$0.00
Exercise	Restricted Stock Units	500,000	$0.00	$0.00
Exercise	Common Stock	14,350	$0.00	$0.00
Exercise	Common Stock	500,000	$0.00	$0.00
Sale	Common Stock	62,549	$0.99	$62K

Holdings After Transaction: Restricted Stock Units — 500,000 contracts (Direct); Common Stock — 1,057,220 shares (Direct)

Footnotes (6)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.
2. F2. 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. F3. 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 footnotes (3) and (4) in this Form 4.
4. F4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.972 to $1.085, 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 footnotes (3) and (4) in this Form 4.
5. F5. The RSU award was originally for 114,796 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.
6. F6. 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.

Key Figures

Shares sold: 116,774 shares Sale price (April 1, 2026): $0.99/share Sale price (April 2, 2026): $1.042/share +5 more

8 metrics

Shares sold 116,774 shares Total common shares sold on April 1–2, 2026

Sale price (April 1, 2026) $0.99/share Weighted average price for 62,549 shares sold

Sale price (April 2, 2026) $1.042/share Weighted average price for 54,225 shares sold

Shares acquired via RSUs 514,350 shares Common shares delivered from RSU exercises on April 1, 2026

Post-transaction holdings 1,057,220 shares Common shares directly held after April 2, 2026 sale

Original RSU award size 114,796 RSUs RSU award vesting in eight installments through April 1, 2026

Tax sale price range (footnote F3) $0.965–$1.040 Price range for transactions summarized in one weighted average

Tax sale price range (footnote F4) $0.972–$1.085 Price range for transactions summarized in another weighted average

Key Terms

Restricted Stock Units, RSU, weighted average sales price, tax withholding obligations, +2 more

6 terms

Restricted Stock Units financial

"The RSU award was originally for 114,796 shares."

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.

RSU financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

weighted average sales price financial

"The price reported is a weighted average sales price."

tax withholding obligations financial

"Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares"

vesting financial

"RSUs that vested on April 1, 2026."

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.

contingent right financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

FAQ

What did Cardlytics (CDLX) CEO Amit Gupta report in this Form 4?

Amit Gupta reported RSU vesting and related share sales. He exercised restricted stock units into 514,350 common shares, then sold 116,774 shares around $1 per share to cover tax withholding obligations tied to the April 1, 2026 vesting.

How many Cardlytics (CDLX) shares did the CEO acquire through RSUs?

On April 1, 2026, the CEO acquired 514,350 Cardlytics common shares by exercising restricted stock units at a $0.00 conversion price. These RSUs represent stock-based compensation that converted into actual shares as they vested according to their vesting schedule.

How many Cardlytics (CDLX) shares did the CEO sell and at what prices?

The CEO sold 116,774 Cardlytics common shares in total. One sale covered 62,549 shares at a weighted average price of $0.99, and another covered 54,225 shares at a weighted average price of $1.042, with trades occurring within the stated price ranges.

Why were Amit Gupta’s Cardlytics (CDLX) shares sold according to the Form 4?

Footnotes explain the shares were sold solely to satisfy tax withholding obligations created by RSUs that vested on April 1, 2026. The filing explicitly notes he did not sell shares for any other purpose beyond covering those tax obligations.

How many Cardlytics (CDLX) shares does the CEO hold after these transactions?

After the April 1 and April 2, 2026 transactions, the CEO directly holds 1,057,220 shares of Cardlytics common stock. This post-transaction figure reflects both the RSU share delivery and the sales executed to meet associated tax withholding obligations.

What is the vesting schedule of the RSUs in this Cardlytics (CDLX) Form 4?

One RSU award originally covered 114,796 shares and vested in eight equal installments from July 1, 2024 through April 1, 2026. Another RSU grant vests 50% on April 1, 2026, with the remaining 50% vesting quarterly over one year through April 1, 2027.

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Accepted by SEC EDGAR 04/02/2026 - 06:19 PM Learn about SEC filing dates

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		M		14,350	A	(1)	673,994	D
Common Stock	04/01/2026		M		500,000	A	(1)	1,173,994	D
Common Stock	04/01/2026		S		62,549(2)	D	$0.99(3)	1,111,445	D
Common Stock	04/02/2026		S		54,225(2)	D	$1.042(4)	1,057,220	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)	04/01/2026		M			14,350	(5)	(5)	Common Stock	14,350	$0	0	D
Restricted Stock Units	(1)	04/01/2026		M			500,000	(6)	(6)	Common Stock	500,000	$0	500,000	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 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 footnotes (3) and (4) in this Form 4.

4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.972 to $1.085, 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 footnotes (3) and (4) in this Form 4.

5. The RSU award was originally for 114,796 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.

6. 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 Lynton, Attorney-in-Fact	04/02/2026
	** 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).
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)