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Cardlytics CEO Amit Gupta sells 10,351 shares October 1

The reported post-conversion RSU balances were 112,500 and 25,000; the two sales had weighted-average prices of $2.710 and $2.533 per share.

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Form Type
4

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) Chief Executive Officer Amit Gupta converted 18,750 and 12,500 restricted stock units into common shares on October 1, 2026; the reported RSU balances afterward were 112,500 and 25,000, respectively. He sold 10,351 shares that day at a weighted average of $2.710 per share, at prices ranging from $2.62 to $2.94, and sold 7,382 shares on October 2 at a weighted average of $2.533 per share, at prices ranging from $2.48 to $2.635. No Rule 10b5-1 plan is reported.

Insider Gupta Amit
Role Chief Executive Officer
Sold 17,733 shs ($47K)
Approx. gross sale proceeds $47K
Type Security Shares Price Value
Sale Common Stock F3 7,382 $2.533 $19K
Exercise Restricted Stock Units F1, F4 18,750 $0.00 $0.00
Exercise Restricted Stock Unit F1, F5 12,500 $0.00 $0.00
Exercise Common Stock F1 18,750 -- --
Exercise Common Stock F1 12,500 -- --
Sale Common Stock F2 10,351 $2.71 $28K
Holdings After Transaction: Restricted Stock Units — 112,500 contracts (Direct); Restricted Stock Unit — 25,000 contracts (Direct); Common Stock — 138,906 shares (Direct)
Footnotes (5)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
  2. F2. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.62 to $2.94, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2).
  3. F3. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.48 to $2.635, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3).
  4. F4. The RSUs vest in equal amounts quarterly over a two-year period through April 1, 2028, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
  5. F5. 50% of the shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
Common shares sold 10,351 shares October 1, 2026
Weighted average sale price $2.710 per share October 1, 2026 sale
Common shares sold 7,382 shares October 2, 2026
Weighted average sale price $2.533 per share October 2, 2026 sale
RSUs converted 18,750 RSUs Converted into common shares on October 1, 2026
RSUs remaining 112,500 RSUs Following the October 1, 2026 transaction
RSUs converted 12,500 RSUs Converted into common shares on October 1, 2026
RSUs remaining 25,000 RSUs Following the October 1, 2026 transaction
restricted stock unit financial
"Each restricted stock unit represents a contingent right"
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
"contingent right to receive one share"
weighted average sales price financial
"price reported is a weighted average sales price"
vest financial
"RSUs vest in equal amounts quarterly"
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.

How many CDLX shares did CEO Amit Gupta sell, and at what prices?

On October 1, 2026, Amit Gupta sold 10,351 shares at a weighted average of $2.710 per share, in transactions at prices from $2.62 to $2.94. On October 2, 2026, he sold 7,382 shares at a weighted average of $2.533 per share, in transactions at prices from $2.48 to $2.635. No Rule 10b5-1 plan is reported.

What vesting schedules apply to CDLX CEO Amit Gupta’s reported RSUs?

The 18,750-RSU entry is subject to vesting in equal amounts quarterly over a two-year period through April 1, 2028, provided Gupta remains employed on the vesting dates. For the 12,500-share RSU entry, 50% vested on April 1, 2026; the remaining 50% vests in equal amounts quarterly over a one-year period through April 1, 2027, subject to continued employment on those dates.

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

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Learn about SEC filing dates
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*
Gupta Amit

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
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 Stock10/01/2026M18,750A(1)144,139D
Common Stock10/01/2026M12,500A(1)156,639D
Common Stock10/01/2026S10,351D$2.71(2)146,288D
Common Stock10/02/2026S7,382D$2.533(3)138,906D
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 Units(1)10/01/2026M18,750 (4) (4)Common Stock18,750$0112,500D
Restricted Stock Unit(1)10/01/2026M12,500 (5) (5)Common Stock12,500$025,000D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
2. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.62 to $2.94, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2).
3. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.48 to $2.635, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3).
4. The RSUs vest in equal amounts quarterly over a two-year period through April 1, 2028, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
5. 50% of the shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
Remarks:
/s/ Chris Cheng, Attorney-in-Fact10/02/2026
** 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)

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