[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) – Form 4 insider transaction filing

On 06/23/2025 the company granted its Chief Financial Officer, Alexis DeSieno, 40,000 restricted stock units (RSUs) and 15,000 performance stock units (PSUs). The awards were reported under transaction code “A” (grant) and carry a $0 exercise price, meaning they are issued at no cash cost to the executive.

The RSUs vest 50 % on 06/23/2026; the remaining 50 % vests in equal quarterly installments through 06/23/2027, subject to continued employment. The PSUs vest in specified percentages once undisclosed share-price hurdles are met, also contingent on employment. Following the grant, DeSieno beneficially owns 40,000 RSUs and 15,000 PSUs, all held directly.

Because the filing reflects equity compensation rather than an open-market purchase or sale, it does not alter immediate cash flows or signal a directional view on the stock. Nonetheless, the multi-year, performance-linked structure strengthens management alignment with long-term shareholder value while introducing potential future dilution of up to 55,000 shares.

Positive

• Long-term incentive alignment: Multi-year RSU and performance-based PSU structure ties CFO compensation to shareholder value.
• Retention mechanism: Vesting through 2027 encourages executive stability during strategic execution.

Negative

• Share dilution risk: Full vesting could add up to 55,000 new shares to the float.

Insights

Corporate Governance Expert

TL;DR: Routine equity grant aligns CFO with shareholders; neutral market impact.

The Form 4 discloses standard incentive awards—40,000 RSUs and 15,000 PSUs—to newly appointed CFO Alexis DeSieno. Transaction code “A” indicates a compensatory grant, not a purchase or sale, so no price signal exists. Vesting stretches to 2027 and ties PSU conversion to share-price targets, encouraging retention and performance. From a governance lens, the grant size is modest and consistent with typical executive packages in mid-cap fintech, creating limited dilution. Absent sales, purchases or material option exercises, the filing is neutral for investors.

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
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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^*

DeSieno Alexis

(Last) (First) (Middle)

675 PONCE DE LEON AVE. 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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

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)	06/23/2025		A		40,000		(2)	(2)	Common Stock	40,000	$0	40,000	D
Performance Stock Unit	(3)	06/23/2025		A		15,000		(4)	(4)	Common Stock	15,000	$0	15,000	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. 50% of the shares underlying the RSU award will vest on June 23, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through June 23, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.

3. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.

4. The PSU vests in specified percentages upon achievement of specified price per share targets, provided that the Reporting Person remains employed by the Issuer on such vesting dates.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	06/25/2025
	** 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

How many RSUs were granted to Cardlytics CFO Alexis DeSieno?

The Form 4 shows a grant of 40,000 restricted stock units on 06/23/2025.

What is the vesting schedule for the RSUs granted by CDLX?

50 % vests on 06/23/2026; the remaining 50 % vests quarterly through 06/23/2027, subject to continued employment.

How many performance stock units were issued and what triggers vesting?

The CFO received 15,000 PSUs that vest in specified percentages once certain share-price targets are achieved and employment continues.

Does the Form 4 report any insider purchase or sale of CDLX common stock?

No. The filing only reports compensatory grants (transaction code “A”), with no open-market purchases or sales.

When was the Form 4 for Cardlytics filed?

The document was electronically signed on 06/25/2025 and covers transactions dated 06/23/2025.

What transaction code appears in the Cardlytics Form 4?

The filing uses transaction code “A”, indicating an equity award under an employee compensation plan.