Cardlytics director exercises and receives RSUs

Cardlytics, Inc. director Andre J. Fernandez increased his equity-based holdings through routine compensation activity.

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Form Type

Rhea-AI Filing Summary

Cardlytics, Inc. director Andre J. Fernandez increased his equity-based holdings through routine compensation activity. He exercised 11,000 restricted stock units into 11,000 shares of common stock after they vested in full on the one-year anniversary of their grant. Following this exercise, he directly owns 26,310 shares of common stock.

On the same date, he received a new grant of 11,000 restricted stock units, each representing a right to receive one share of Cardlytics common stock or its cash equivalent at the company’s election. These new RSUs will vest in full on the one-year anniversary of the grant, assuming he continues to serve as a director.

Insider Trade Summary

11,000 shares exercised/converted

Exercise 3 txns

Insider Fernandez Andre J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	11,000	$0.00	$0.00
Exercise	Restricted Stock Units	11,000	$0.00	$0.00
Exercise	Common Stock	11,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 26,310 shares (Direct)

Footnotes (3)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.
F2. The RSUs shall vest in full on the one-year anniversary of the date of grant, provided that the Reporting Person remains a director of the Issuer on such vesting date.
F3. The RSUs vested in full on the one-year anniversary of the date of grant.

Key Figures

RSUs exercised: 11,000 units Common shares after transaction: 26,310 shares New RSU grant: 11,000 units +2 more

5 metrics

RSUs exercised 11,000 units Converted into 11,000 Cardlytics common shares on May 20, 2026

Common shares after transaction 26,310 shares Direct holdings of Andre J. Fernandez following Form 4 transactions

New RSU grant 11,000 units Restricted stock units granted on May 20, 2026 to director

RSU conversion price $0.00 per unit Price per restricted stock unit exercised into common stock

RSU vesting schedule 1-year cliff vesting RSUs vest in full on one-year anniversary of grant if still director

Key Terms

Restricted Stock Units, contingent right, cash equivalent, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units financial

"The RSUs shall vest in full on the one-year anniversary of the date of grant"

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.

contingent right financial

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

cash equivalent financial

"one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent"

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Andre J. Fernandez report at Cardlytics (CDLX)?

Andre J. Fernandez reported exercising 11,000 restricted stock units into 11,000 Cardlytics common shares and receiving a new grant of 11,000 restricted stock units, all dated May 20, 2026, as part of routine director equity compensation.

How many Cardlytics (CDLX) shares does Andre J. Fernandez hold after this Form 4?

After these transactions, Andre J. Fernandez directly holds 26,310 shares of Cardlytics common stock. This reflects the conversion of 11,000 restricted stock units into common shares while retaining his prior holdings, as disclosed in the Form 4 filing.

What happened to the 11,000 restricted stock units that vested for Cardlytics (CDLX) director Andre J. Fernandez?

The 11,000 restricted stock units vested in full on the one-year anniversary of their grant, then were exercised into 11,000 Cardlytics common shares at a conversion price of $0.00 per unit, as described in the Form 4 footnotes.

What are the terms of the new 11,000 RSU grant for Cardlytics (CDLX) director Andre J. Fernandez?

Andre J. Fernandez received 11,000 new restricted stock units, each representing a contingent right to one Cardlytics common share or its cash equivalent. These RSUs vest in full one year after the grant date if he remains a director on that vesting date.

Is Andre J. Fernandez’s Cardlytics (CDLX) Form 4 a market purchase or sale of shares?

The Form 4 reflects equity compensation activity, not open-market trades. It shows an exercise of 11,000 restricted stock units into common shares and a new grant of 11,000 restricted stock units, both at a stated price of $0.00 per unit.

How do the vesting conditions work for Andre J. Fernandez’s new Cardlytics (CDLX) RSUs?

The new 11,000 restricted stock units will vest in full on the one-year anniversary of their grant date, provided Andre J. Fernandez continues serving as a director of Cardlytics through that vesting date, according to the Form 4 footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/21/2026 - 04:27 PM EDT

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^*

Fernandez Andre J

(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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		M		11,000	A	$0⁽¹⁾	26,310	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/20/2026		A		11,000		⁽²⁾	⁽²⁾	Common Stock	11,000	$0	11,000	D
Restricted Stock Units	⁽¹⁾	05/20/2026		M			11,000	⁽³⁾	⁽³⁾	Common Stock	11,000	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent.

2. The RSUs shall vest in full on the one-year anniversary of the date of grant, provided that the Reporting Person remains a director of the Issuer on such vesting date.

3. The RSUs vested in full on the one-year anniversary of the date of grant.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	05/21/2026
	** 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)

Source: View Original Filing on SEC EDGAR