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Director Liane Hornsey at Cardlytics (CDLX) logs 11,000-share RSU vest and new 11,000 RSU grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cardlytics director Liane Hornsey reported routine equity compensation activity. She acquired 11,000 shares of Common Stock through the vesting and conversion of previously granted restricted stock units (RSUs), leaving her with 33,326 Common shares held directly after the transactions.

On the same date, she also received a new grant of 11,000 RSUs, each representing a contingent right to one Cardlytics common share or its cash equivalent, which will vest in full on the one-year anniversary of the grant if she remains a director.

Positive

  • None.

Negative

  • None.
Insider Hornsey Liane
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 11,000 $0.00 --
Exercise Restricted Stock Units 11,000 $0.00 --
Exercise Common Stock 11,000 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 11,000 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Common Stock — 33,326 shares (Direct, null)
Footnotes (1)
  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. 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. The RSUs vested in full on the one-year anniversary of the date of grant.
RSUs vested 11,000 shares RSUs converted into Common Stock on May 20, 2026
New RSU grant 11,000 units New Restricted Stock Unit award on May 20, 2026
Common shares held 33,326 shares Direct Common Stock holdings after transactions
Restricted Stock Unit financial
"The RSUs vested in full on the one-year anniversary of the date of grant."
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
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock"
cash equivalent financial
"one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent."
vest in full financial
"The RSUs shall vest in full on the one-year anniversary of the date of grant"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Hornsey Liane
(Last)(First)(Middle)
675 PONCE DE LEON AVENUE
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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/20/2026M11,000A$0(1)33,326D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)05/20/2026A11,000 (2) (2)Common Stock11,000$011,000D
Restricted Stock Units(1)05/20/2026M11,000 (3) (3)Common Stock11,000$00D
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-Fact05/21/2026
** Signature of Reporting PersonDate
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

FAQ

What did Cardlytics (CDLX) director Liane Hornsey report in this Form 4?

Liane Hornsey reported equity compensation activity, including the vesting of 11,000 RSUs into Common Stock and a new grant of 11,000 RSUs. These transactions are compensation-related, not open-market share purchases or sales.

How many Cardlytics (CDLX) shares does Liane Hornsey hold after these transactions?

After the reported transactions, Liane Hornsey directly holds 33,326 shares of Cardlytics Common Stock. She also has 11,000 newly granted restricted stock units that may convert into additional shares if they vest in one year.

What are the terms of Liane Hornsey’s new 11,000 RSU grant at Cardlytics (CDLX)?

The new 11,000 RSU grant vests in full on the one-year anniversary of the grant date, provided Liane Hornsey remains a Cardlytics director. Each RSU represents one share of Common Stock or its cash equivalent at the company’s election.

Did Liane Hornsey buy or sell Cardlytics (CDLX) shares on the open market?

No open-market buys or sells were reported. The Form 4 shows an RSU vesting that delivered 11,000 Common shares and a separate grant of 11,000 RSUs, both classified as equity compensation rather than market transactions.

How many restricted stock units did Liane Hornsey have before and after the Cardlytics (CDLX) Form 4?

Before these transactions, 11,000 RSUs were outstanding and then vested into 11,000 Common shares, reducing that RSU lot to zero. She simultaneously received a new award of 11,000 RSUs, restoring her RSU holdings to that level.