CDLX Form 4: RSU vesting increases holdings before tax-withholding sale
Rhea-AI Filing Summary
Nick Lynton, Chief Legal & Privacy Officer of Cardlytics, Inc. (CDLX), reported multiple vesting and a sale related to restricted stock units. On 10/01/2025 the reporting person had 10,630, 581 and 1,578 RSUs treated as acquired (each converts into one share) and those awards increased their reported beneficial ownership to 122,425 shares before a sale. On 10/02/2025 the reporting person sold 6,098 shares at a weighted average price of $2.271 (individual sale prices ranged $2.21–$2.36) and the filing shows 116,327 shares owned after the sale. The filing states the sale was made solely to satisfy tax withholding from RSU vesting and discloses original grant sizes and vesting schedules for each RSU award.
Positive
- 10,630 RSUs vested (converted to shares), reflecting awarded equity retention
- Filing discloses detailed vesting schedules for RSU awards, clarifying future equity vesting timing
Negative
- Sale of 6,098 shares reduced beneficial ownership to 116,327
- Shares sold at a weighted average price of $2.271, within a range of $2.21–$2.36
Insights
Insider reported RSU vesting and a tax-related sale, reducing holdings to 116,327 shares.
The Form 4 documents conversion of multiple RSU awards on 10/01/2025, increasing pre-sale beneficial ownership to 122,425 shares. The filing then records a sale of 6,098 shares on 10/02/2025 at a weighted average price of $2.271.
This transaction is disclosed as a tax-withholding sale tied to RSU vesting; such sales are routine for employees and do not indicate opportunistic selling beyond withholding needs. The form also lists original award sizes and vesting schedules, which clarify ongoing equity-based compensation and retention mechanics.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 6,098 | $2.271 | $14K |
| Exercise | Restricted Stock Unit | 10,630 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 581 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,578 | $0.00 | -- |
| Exercise | Common Stock | 10,630 | $0.00 | -- |
| Exercise | Common Stock | 581 | $0.00 | -- |
| Exercise | Common Stock | 1,578 | $0.00 | -- |
Footnotes (1)
- Each restricted stock unit ("RSU") and performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on October 1, 2025. The Reporting Person did not sell shares for any other purpose. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.21 to $2.36, 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). The RSU award was originally for 85,035 shares. The RSU award vested or will vest in eight equal installments on July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026 and April 1, 2026, provided that the Reporting Person remains employed by the Issuer on such vesting date. The RSU award was originally for 9,299 shares. Twenty-five percent (25%) of the shares under this award vested on April 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date. This RSU award was originally for 25,247 shares. Twenty-five percent (25%) of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
