Cardlytics director exercises 11K RSUs, gets new grant

Cardlytics, Inc. director Srishti A. Gupta reported routine equity compensation activity.

Rhea-AI Filing Summary

Cardlytics, Inc. director Srishti A. Gupta reported routine equity compensation activity. On May 20, 2026, Gupta exercised 11,000 restricted stock units, receiving the same number of common shares at a price of $0.00 per share. This increased her directly held common stock to 17,148 shares after the transaction.

On the same date, Gupta received a new grant of 11,000 restricted stock units, each representing a contingent right to one share of Cardlytics common stock or its cash equivalent. According to the terms, these new RSUs vest in full on the one-year anniversary of the grant if she remains a director on that date.

Insider Trade Summary

11,000 shares exercised/converted

Exercise 3 txns

Insider Gupta Srishti A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	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 Unit — 11,000 contracts (Direct); Restricted Stock Units — 0 contracts (Direct); Common Stock — 17,148 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 via RSU: 11,000 shares RSUs exercised: 11,000 units New RSU grant: 11,000 units +2 more

5 metrics

Common shares acquired via RSU 11,000 shares Common Stock received from RSU exercise on May 20, 2026

RSUs exercised 11,000 units Restricted Stock Units converted to common stock on May 20, 2026

New RSU grant 11,000 units New Restricted Stock Unit award on May 20, 2026

Exercise price $0.00 per share Price per share for RSU conversion to common stock

Shares owned after transactions 17,148 shares Total directly held Cardlytics common stock after May 20, 2026

Key Terms

Restricted Stock Unit, contingent right, vest in full, derivative security

4 terms

Restricted Stock Unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

contingent right financial

"represents a contingent right to receive one share of common stock of the Issuer, or its cash equivalent"

vest in full financial

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

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

What insider transactions did Cardlytics (CDLX) director Srishti Gupta report?

Director Srishti Gupta reported exercising 11,000 restricted stock units into 11,000 common shares and receiving a new grant of 11,000 restricted stock units. These transactions reflect routine equity compensation rather than open-market buying or selling activity.

How many Cardlytics (CDLX) shares does Srishti Gupta hold after this Form 4?

After the reported transactions, Srishti Gupta directly holds 17,148 shares of Cardlytics common stock. This increase comes from converting 11,000 previously granted restricted stock units that fully vested into an equivalent number of common shares.

What are the terms of Srishti Gupta’s new RSU grant at Cardlytics (CDLX)?

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

Did Srishti Gupta buy or sell Cardlytics (CDLX) stock on the market?

The Form 4 does not show any open-market purchases or sales. Instead, it reports an exercise of 11,000 restricted stock units into common shares and a new grant of 11,000 restricted stock units as part of equity compensation.

What happened to Srishti Gupta’s previously granted RSUs at Cardlytics (CDLX)?

Previously granted restricted stock units totaling 11,000 vested in full on the one-year anniversary of their grant. Upon vesting, these RSUs were settled into 11,000 shares of Cardlytics common stock, increasing Gupta’s direct share ownership.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:31 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 Srishti A.

(Last) (First) (Middle)

675 PONCE DE LEON AVE. 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)	17,148	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 Unit	(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)