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

Corporate Governance Analyst

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.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lynton Nicholas Hollmeyer

(Last) (First) (Middle)

675 PONCE DE LEON AVENUE NE

SUITE 4100

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal & Privacy Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/01/2025		M		10,630	A	(1)	120,266	D
Common Stock	10/01/2025		M		581	A	(1)	120,847	D
Common Stock	10/01/2025		M		1,578	A	(1)	122,425	D
Common Stock	10/02/2025		S		6,098(2)	D	$2.271(3)	116,327	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)	10/01/2025		M			10,630	(4)	(4)	Common Stock	10,630	$0	21,259	D
Restricted Stock Unit	(1)	10/01/2025		M			581	(5)	(5)	Common Stock	581	$0	1,163	D
Restricted Stock Units	(1)	10/01/2025		M			1,578	(6)	(6)	Common Stock	1,578	$0	4,734	D

Explanation of Responses:

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.

2. 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.

3. 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).

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ Nick Lynton	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Cardlytics insider Nick Lynton report on Form 4 (CDLX)?

The Form 4 reports RSU vesting on 10/01/2025 and a sale of 6,098 shares on 10/02/2025, leaving 116,327 shares beneficially owned.

Why were 6,098 shares sold by the reporting person?

The shares were sold solely to satisfy tax withholding obligations resulting from RSU delivery that vested on 10/01/2025.

At what price were the shares sold?

The weighted average sales price was $2.271; individual sale prices ranged from $2.21 to $2.36.

How many RSUs vested and what is their conversion?

The filing shows RSU/PSU awards of 10,630, 581, and 1,578; each unit represents a contingent right to receive one share of common stock.

What are the vesting schedules disclosed?

One award of 85,035 RSUs vests in eight equal installments through April 1, 2026; other awards vest 25% initially with the remainder vesting quarterly over three years as stated.