[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 shows Clifford Sosin, a director and managing member of CAS Investment Partners, disclosed two open-market sales of Cardlytics, Inc. (CDLX) common stock: 200,000 shares on 08/18/2025 at $1.1411 and 200,000 shares on 08/19/2025 at $1.1227, reducing his reported indirect beneficial ownership to 5,199,023 shares after the second sale. The filing also discloses that Sosin-affiliated entities (Sosin Master and CSWR) directly hold significant principal amounts of the issuer's 4.25% Convertible Senior Notes due 2029, which convert at an initial rate of 55.4939 shares per $1,000 principal, representing 1,178,856 underlying shares and a total potential of 21,243,000 shares referenced in the filing.

Positive

• None.

Negative

• Insider sales: Clifford Sosin sold a total of 400,000 common shares (200,000 on 08/18/2025 at $1.1411 and 200,000 on 08/19/2025 at $1.1227).
• Potential dilution exposure disclosed: Sosin-affiliated entities directly hold $21,243,000 principal amount equivalent (combined) of Notes convertible at 55.4939 shares per $1,000, with 1,178,856 underlying shares specified and a referenced total of 21,243,000 in the filing tables.

Insights

Financial Analyst

TL;DR: Director sold 400,000 CDLX shares; significant convertible note exposure noted, overall disclosure is informative but not materially transformative.

The filing documents two small-block sales by an insider totaling 400,000 shares executed over two days at prices near $1.12–$1.14, lowering indirect beneficial ownership to 5.20 million shares. The filing also details sizable holdings of the issuer's 4.25% Convertible Senior Notes due 2029 held by Sosin-affiliated funds, with an initial conversion rate equal to 55.4939 shares per $1,000 principal and referenced underlying share amounts. For investors, the key takeaways are insider liquidity and the existence of convertible instruments that could convert into a large number of shares under the indenture terms disclosed.

Corporate Governance Expert

TL;DR: Routine Section 16 disclosure showing officer/director sales and clarifying indirect ownership and convertible instrument interests.

The Form 4 cleanly identifies Sosin as reporting person and explains indirect ownership through investment vehicles managed by CAS. It clarifies beneficial ownership counts and provides the conversion mechanics and principal amounts for the 2029 convertible notes held by affiliated partnerships. The disclosure meets Section 16 reporting requirements and offers transparency on both equity sales and related convertible security positions.

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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X

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^*

SOSIN CLIFFORD

(Last) (First) (Middle)

C/O CAS INVESTMENT PARTNERS, LLC

8 WRIGHT STREET, SUITE 107

(Street)

WESTPORT CT 06880

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S		200,000	D	$1.1411	5,399,023	I	See Footnote(1)
Common Stock	08/19/2025		S		200,000	D	$1.1227	5,199,023	I	See Footnote(1)

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
4.25% Convertible Senior Notes due 2029	(2)(3)							(2)(3)	(2)(3)	Common Stock	1,178,856(2)(3)		21,243,000(2)(3)	I	See Footnote(1)(2)(3)

Explanation of Responses:

1. 3,199,540 shares of the Issuer's Common Stock (the "Common Stock") are owned directly by Sosin Master, L.P. ("Sosin Master"). The Reporting Person, as the Managing Member of CAS Investment Partners, LLC ("CAS"), the investment manager to Sosin Master, may be deemed to beneficially own the securities directly owned by Sosin Master. The remaining 1,999,483 shares of Common Stock are owned directly by CSWR Partners, L.P. ("CSWR"). The Reporting Person, as the Managing Member of CAS, the investment manager to CSWR, may be deemed to beneficially own the securities directly owned by CSWR.

2. Sosin Master directly holds $13,741,366 principal amount of the Issuer's 4.25% Convertible Senior Notes due April 1, 2029 (the "Notes") and CSWR directly holds $7,501,634 principal amount of the Notes. Subject to conditions described in the indenture governing the Notes, the Notes have an initial conversion rate of 55.4939 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as described in the indenture.

3. As the Issuer has the option, at its sole discretion, to settle conversions of the Notes in cash, shares of Common Stock or a combination of cash and shares of Common Stock, none of the Reporting Person, Sosin Master or CSWR are deemed to be beneficial owners of any shares of Common Stock underlying the Notes for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

	/s/ Clifford Sosin	08/19/2025
	** 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 insider transactions did the Form 4 for CDLX report?

The filing reports Clifford Sosin sold 200,000 shares on 08/18/2025 at $1.1411 and 200,000 shares on 08/19/2025 at $1.1227.

How many Cardlytics shares does Clifford Sosin beneficially own after these transactions?

The filing reports 5,199,023 shares beneficially owned following the 08/19/2025 sale.

What convertible securities related to Cardlytics are disclosed in the filing?

The filing discloses holdings of 4.25% Convertible Senior Notes due 2029 with an initial conversion rate of 55.4939 shares per $1,000 principal and referenced underlying amounts in the filing.

Which entities directly hold the common stock and notes disclosed?

Sosin Master, L.P. directly holds 3,199,540 common shares and $13,741,366 principal amount of the Notes; CSWR Partners, L.P. directly holds 1,999,483 common shares and $7,501,634 principal amount of the Notes.

Does the filing state whether the convertible notes will be settled in cash or shares?

The filing states the issuer has the option to settle conversions in cash, shares, or a combination; it does not indicate how future conversions will be settled.