Cardlytics (CDLX) CEO sells shares outside 10b5-1 plan
Rhea-AI Filing Summary
Cardlytics, Inc. (CDLX) reported insider equity activity by Chief Executive Officer Amit Gupta. On August 16, 2026, Gupta acquired 25,000 shares of common stock upon the vesting and conversion of 25,000 Restricted Stock Units (RSUs), each RSU representing a contingent right to receive one share of common stock. These RSUs relate to two separate 50,000-share RSU awards granted on August 21, 2024 and January 29, 2025, which vest in four equal 25% installments over 24 months following August 16, 2024, subject to continued employment. On August 17–18, 2026, Gupta sold an aggregate of 13,461 shares of common stock in open-market or private transactions at weighted average prices of $3.966 and $4.031 per share, respectively. The filing’s Rule 10b5-1 checkbox indicates these sales were not made pursuant to a Rule 10b5-1 trading plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
6 txns
Insider
Gupta Amit
Role
Chief Executive Officer
Sold
13,461 shs ($54K)
Approx. gross sale proceeds
$54K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F3 | 6,676 | $4.031 | $27K |
| Sale | Common Stock F2 | 6,785 | $3.966 | $27K |
| Exercise | Restricted Stock Units F1, F4 | 12,500 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F1, F5 | 12,500 | $0.00 | $0.00 |
| Exercise | Common Stock F1 | 12,500 | -- | -- |
| Exercise | Common Stock F1 | 12,500 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 125,389 shares (Direct)
Footnotes (5)
- F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F2. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.860 to $4.150, 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).
- F3. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $4.000 to $4.105, 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).
- F4. The RSU award is for 50,000 shares that were granted on August 21, 2024. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.
- F5. The RSU award is for 50,000 shares that were granted on January 29, 2025. The RSUs will vest in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.
Key Figures
Shares sold at $3.966: 6,785 shares
Shares sold at $4.031: 6,676 shares
Total shares sold: 13,461 shares
+5 more
8 metrics
Shares sold at $3.966
6,785 shares
Common stock sales on August 17, 2026 at weighted average price of $3.966
Shares sold at $4.031
6,676 shares
Common stock sales on August 18, 2026 at weighted average price of $4.031
Total shares sold
13,461 shares
Aggregate common stock sales reported for August 17–18, 2026
RSUs converted
25,000 RSUs
Restricted Stock Units exercised/converted into common stock on August 16, 2026
Shares acquired from RSUs
25,000 shares
Common shares received upon RSU vesting and conversion on August 16, 2026
RSU award size (each grant)
50,000 shares
Size of each RSU award granted August 21, 2024 and January 29, 2025
RSU vesting fraction
25%
Portion of each RSU award vesting on each of four scheduled anniversaries
Vesting period
24 months
Duration over which each RSU award vests following August 16, 2024
Key Terms
Restricted Stock Units, weighted average sales price, contingent right, vesting, +1 more
5 terms
Restricted Stock Units financial
"The RSU award is for 50,000 shares that were granted on August 21, 2024."
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.
weighted average sales price financial
"The price reported is a weighted average sales price."
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
vesting financial
"The RSUs will vest and have vested in four installments over a period of 24 months"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Rule 10b5-1 regulatory
"The filing’s Rule 10b5-1 checkbox indicates these sales were not made pursuant"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
FAQ
What insider transactions did CDLX CEO Amit Gupta report in this Form 4?
Amit Gupta reported 25,000 shares of CDLX common stock acquired on August 16, 2026 from RSU vesting and 13,461 shares sold on August 17–18, 2026 in open-market or private transactions at weighted average prices of $3.966 and $4.031.
What RSU awards for Cardlytics (CDLX) does Amit Gupta have under this filing?
Gupta has two RSU awards, each for 50,000 shares, granted on August 21, 2024 and January 29, 2025. Each award vests in four 25% installments over 24 months following August 16, 2024, contingent on continued employment.
Were Amit Gupta’s recent CDLX stock sales under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is marked to indicate the transactions were not made pursuant to a Rule 10b5-1 trading plan. The sales are reported as open-market or private transactions with weighted average prices disclosed.
What are the vesting conditions for Amit Gupta’s CDLX RSU awards?
Each 50,000-share RSU award vests in four equal 25% installments on the six-, twelve-, eighteen- and twenty-four-month anniversaries of August 16, 2024, provided Gupta remains employed by Cardlytics on each vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
