Cardlytics director acquires 11,000 shares via RSUs

Cardlytics director John L. Klinck Jr. reported equity compensation activity involving the company’s common stock.

Rhea-AI Filing Summary

Cardlytics director John L. Klinck Jr. reported equity compensation activity involving the company’s common stock. He acquired 11,000 shares of common stock through the vesting and exercise of previously granted restricted stock units that converted into an equal number of shares.

On the same date, he received a new award of 11,000 restricted stock units, each representing a contingent right to one share of common stock or its cash equivalent. After these transactions, he directly holds 89,593 shares of common stock and 11,000 restricted stock units that are scheduled to vest in full on the one-year anniversary of the grant date, so long as he continues serving as a director.

Insider Trade Summary

11,000 shares exercised/converted

Exercise 3 txns

Insider Klinck John L. Jr.

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 — 89,593 shares (Direct)

Footnotes (3)

1. 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.
2. 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.
3. F3. The RSUs vested in full on the one-year anniversary of the date of grant.

Key Figures

Common shares acquired: 11,000 shares New RSU grant: 11,000 RSUs Shares held after transactions: 89,593 shares +1 more

4 metrics

Common shares acquired 11,000 shares Shares received from vested restricted stock units on May 20, 2026

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

Shares held after transactions 89,593 shares Direct common stock holdings following reported Form 4 transactions

RSUs outstanding after grant 11,000 RSUs Restricted stock units scheduled to vest one year after grant date

Key Terms

Restricted Stock Units, contingent right, vest

3 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 of common stock"

vest financial

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

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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

What insider transactions did CDLX director John L. Klinck Jr. report?

John L. Klinck Jr. reported acquiring 11,000 Cardlytics common shares via vesting of previously granted restricted stock units and receiving a new grant of 11,000 restricted stock units. These transactions reflect routine director equity compensation rather than open-market buying or selling activity.

How many Cardlytics (CDLX) shares does John L. Klinck Jr. hold after the Form 4?

Following the reported transactions, John L. Klinck Jr. directly holds 89,593 shares of Cardlytics common stock. In addition, he holds 11,000 restricted stock units, which are derivative awards that may convert into common shares or their cash equivalent if vesting conditions are satisfied.

What are the terms of the new restricted stock unit grant to the CDLX director?

The new grant consists of 11,000 restricted stock units, each representing a contingent right to receive one Cardlytics common share or its cash equivalent. These RSUs vest in full on the one-year anniversary of the grant date, provided he remains a director through that vesting date.

What happened to the previously granted restricted stock units reported by CDLX?

Previously granted restricted stock units covering 11,000 underlying Cardlytics shares vested in full on the one-year anniversary of their grant. Upon vesting, those RSUs were exercised or converted, resulting in the acquisition of 11,000 common shares and leaving no remaining balance from that specific RSU award.

Does the CDLX Form 4 show any open-market stock purchases or sales by the director?

The Form 4 shows no open-market purchases or sales. All reported activity involves equity compensation: the vesting and conversion of 11,000 restricted stock units into common shares, and a new grant of 11,000 restricted stock units awarded as part of the director’s compensation package.

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 - 04:24 PM EDT 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^*

Klinck John L. Jr.

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		M		11,000	A	$0(1)	89,593	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)	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)