[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hawaiian Electric Industries, Inc. (HE) filed a Form 4 disclosing that non-employee director Thomas B. Fargo received 11,759 shares of common stock on 06/30/2025. The shares were issued at $0 under the company’s 2011 Non-Employee Director Stock Plan, indicating a routine equity grant rather than an open-market purchase. Following the grant, Fargo’s total beneficial ownership stands at 51,474 shares, broken down as:

• 11,759 shares held directly
• 28,330 shares held indirectly through the Sarah C. Fargo Trust
• 11,385 shares held indirectly through the Thomas B. Fargo Trust

No derivative securities were reported and no sales occurred. While the transaction does not involve cash outlay by the director, additional share ownership may strengthen alignment between board oversight and shareholder interests. The filing was signed on 07/02/2025 by attorney-in-fact Sean K. Clark.

Positive

• Director increases direct ownership by 11,759 shares, enhancing alignment with shareholders.
• No insider sales reported, avoiding potential negative sentiment associated with disposals.

Negative

• None.

Insights

Securities Analyst

TL;DR – Director’s stock grant modestly increases insider ownership; neutral-to-positive signal, no market-moving impact expected.

The transaction is a routine, plan-based equity award to a long-standing director. Although the grant is not a discretionary purchase, it increases Fargo’s direct stake to 11,759 shares and total exposure to 51,474 shares. Insider acquisition—even via grant—can be viewed as incrementally positive because it raises economic alignment, but the relatively small size (≈0.05 % of HE’s 200 M shares outstanding) limits materiality. No sales or option exercises were reported, so there is no negative read-through. Overall, the filing is informational rather than impactful for valuation.

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^*

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)
06/30/2025

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	06/30/2025		J(2)		15,855	D	(2)	5,599,023	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	(3)(4)	06/30/2025		J(5)			57,000	(3)(4)	(3)(4)	Common Stock	3,163(3)(4)	(5)	21,243,000(3)(4)	I	See Footnote(1)(3)(4)

Explanation of Responses:

1. 3,409,540 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 2,189,483 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. Represents a pro rata distribution of 15,855 shares of Common Stock by Sosin Master to its partners for no consideration.

3. 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.

4. 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.

5. Represents a pro rata distribution of $57,000 principal amount of the Notes by Sosin Master to its partners for no consideration.

	/s/ Clifford Sosin	07/02/2025
	** 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).
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.

FAQ

How many HE shares did Director Thomas B. Fargo acquire on 06/30/2025?

He received 11,759 common shares under the 2011 Non-Employee Director Stock Plan.

What is Fargo’s total beneficial ownership in Hawaiian Electric Industries after the transaction?

He now controls 51,474 shares (11,759 direct, 39,715 indirect via two trusts).

Was any cash paid for the shares acquired by the director?

No. The shares were issued at $0 as part of an equity grant.

Did the filing report any insider sales or option exercises?

No insider sales or derivative transactions were disclosed in this Form 4.

Does the transaction involve Rule 10b5-1 trading plans?

The filing does not indicate that the grant was made under a Rule 10b5-1 plan.