Cardlytics director exercises 11K RSUs, gets new grant

Cardlytics director Francis Jonathan Edward reported routine equity compensation changes.

Rhea-AI Filing Summary

Cardlytics director Francis Jonathan Edward reported routine equity compensation changes. On May 20, 2026, he exercised 11,000 restricted stock units into the same number of common shares and received a new grant of 11,000 RSUs. He now directly holds 26,310 common shares and 11,000 RSUs, which will vest one year after grant if he remains a director.

Insider Trade Summary

11,000 shares exercised/converted

Exercise 3 txns

Insider Francis Jonathan Edward

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	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 Units — 0 contracts (Direct); Common Stock — 26,310 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

RSUs exercised: 11,000 units New RSU grant: 11,000 units Shares held after: 26,310 shares +2 more

5 metrics

RSUs exercised 11,000 units Converted into 11,000 common shares on May 20, 2026

New RSU grant 11,000 units Granted on May 20, 2026, vests in one year

Shares held after 26,310 shares Common stock directly owned after the transactions

RSUs held after 11,000 units Outstanding restricted stock units following the new grant

Exercise price $0.00 per unit RSU conversion and grant reported at zero exercise price

Key Terms

Restricted Stock Units, RSU, contingent right, vest in full

4 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSU financial

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

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

contingent right financial

"represents a contingent right to receive one share of common stock"

vest in full financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Cardlytics (CDLX) director Francis Jonathan Edward report?

He reported exercising 11,000 restricted stock units into 11,000 common shares and receiving a new grant of 11,000 RSUs. All transactions were dated May 20, 2026 and are routine equity compensation events.

How many Cardlytics (CDLX) shares does Francis Jonathan Edward hold after this Form 4?

After the transactions, he directly holds 26,310 shares of Cardlytics common stock. In addition, he holds 11,000 restricted stock units that may settle in one share of common stock each or cash, at the issuer’s election.

What happened to the previously granted RSUs reported by Francis Jonathan Edward at Cardlytics (CDLX)?

Previously granted RSUs totaling 11,000 units vested in full on the one-year anniversary of their grant. They were settled into 11,000 common shares on May 20, 2026, reducing the RSU balance from that grant to zero in this Form 4.

What are the terms of the new 11,000 RSU grant to the Cardlytics (CDLX) director?

The new grant covers 11,000 restricted stock units, each representing a right to one common share or its cash equivalent. These RSUs vest in full on the one-year anniversary of the grant date if he continues serving as a director.

Does this Cardlytics (CDLX) Form 4 show any insider share sales?

No, the Form 4 shows no share sales. It reports an exercise of 11,000 restricted stock units into common stock and a new grant of 11,000 RSUs, all classified as acquisitions or exercises rather than open-market disposals.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/21/2026 - 04:30 PM EDT 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^*

Francis Jonathan Edward

(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)	26,310	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 Units	(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)