Cardlytics (CDLX) legal chief awarded 220,000 restricted stock units

Rhea-AI Filing Summary

Cardlytics, Inc. reported that Chief Legal & Privacy Officer Lynton Nicholas Hollmeyer acquired 220,000 restricted stock units (RSUs) as an equity award. Each RSU represents a right to receive one share of common stock. The award vests in equal quarterly installments over two years through April 1, 2028, contingent on his continued employment with the company.

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).

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^*

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)
02/18/2026

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

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)	02/18/2026		A		220,000		(2)	(2)	Common Stock	220,000	$0	220,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. The RSU award will 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.

Remarks:

	/s/ Nick Lynton	02/20/2026
	** 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.

FAQ

What insider transaction did Cardlytics (CDLX) report for Lynton Nicholas Hollmeyer?

Cardlytics reported that Chief Legal & Privacy Officer Lynton Nicholas Hollmeyer received a grant of 220,000 restricted stock units. These RSUs are equity compensation, not an open-market share purchase or sale, and represent rights to receive common stock in the future.

How many restricted stock units did the Cardlytics (CDLX) officer receive?

The officer received 220,000 restricted stock units. Each RSU corresponds to one share of Cardlytics common stock, so the award represents 220,000 potential future shares if vesting and employment conditions are met over the stated period.

How do the Cardlytics (CDLX) RSUs for Lynton Hollmeyer vest?

The RSU award vests in equal amounts quarterly over a two-year period through April 1, 2028. Vesting is spread across multiple dates, allowing portions of the award to become deliverable as shares over time rather than all at once.

What condition applies to the vesting of Cardlytics (CDLX) RSUs granted to Lynton Hollmeyer?

Vesting is conditioned on continued employment. The RSUs will vest in equal quarterly installments through April 1, 2028, only if Lynton Hollmeyer remains employed by Cardlytics on each relevant vesting date specified in the award terms.

Does the Cardlytics (CDLX) Form 4 show a stock purchase or sale by Lynton Hollmeyer?

The Form 4 shows an equity award, not a market trade. It reports a grant of 220,000 restricted stock units at a stated price of $0.00 per unit, reflecting compensation rather than a traditional buy or sell transaction in the open market.

What does each Cardlytics (CDLX) restricted stock unit represent in this Form 4?

Each restricted stock unit represents a contingent right to receive one share of Cardlytics common stock. The units convert into actual shares only as they vest over time and employment conditions specified in the award are fully satisfied.