[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) – Form 4 insider filing dated 06/25/2025 details an equity award to Chief Legal & Privacy Officer Nicholas Hollmeyer Lynton.

Derivative securities granted:

• 25,000 Restricted Stock Units (RSUs) awarded on 06/23/2025. The grant carries no exercise price.
• 9,375 Performance Stock Units (PSUs) awarded on the same date, also at a zero cost basis.

Vesting terms:

• RSUs – 50 % vest on 06/23/2026; the balance vests in equal quarterly instalments through 06/23/2027, contingent upon continued employment.
• PSUs – Vest in specified brackets only upon achievement of undisclosed share-price targets, and require continued employment on the applicable vesting dates.

Post-transaction ownership: The officer now directly holds 25,000 RSUs and 9,375 PSUs, each convertible into one share of common stock upon vesting, giving potential ownership of 34,375 additional common shares.

Key takeaways for investors: The filing reflects a routine equity incentive grant rather than an open-market purchase or sale; therefore, it does not immediately alter the company’s share count or insider ownership percentages. The inclusion of PSUs tied to price targets signals performance alignment between the executive and shareholders, but the ultimate dilution impact will depend on future vesting and share-price performance.

Positive

• Performance-based equity component (9,375 PSUs) links compensation to future share-price targets, enhancing shareholder alignment.
• Two-year cliff on 25,000 RSUs promotes executive retention during a key strategic period for Cardlytics.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine incentive grants; no cash outflow or insider selling, neutral to near-term valuation.

The Form 4 records standard annual equity incentives for Cardlytics’ Chief Legal & Privacy Officer. Because the RSUs and PSUs were awarded at no cost, they do not reflect bullish or bearish trading intent. Dilution is limited to 34,375 potential shares, roughly 0.10 % of CDLX’s 34.0 million basic shares (last 10-Q), an immaterial level. The PSU structure—vesting on undisclosed price hurdles—aligns management with shareholder returns but provides no immediate insight into operational performance. Overall, the filing is informational with negligible impact on valuation or liquidity.

Corporate Governance Specialist

TL;DR: Equity mix promotes alignment; disclosure fully compliant, impact low.

The blend of time-based RSUs and performance-based PSUs is consistent with governance best practices, encouraging both retention and value creation. The two-year cliff plus quarterly vesting schedule discourages premature departures, while PSU thresholds mitigate windfall risk. No 10b5-1 plan is indicated, and there is no sale, lessening concerns about opportunistic timing. Given the modest share count, shareholder dilution concerns are minimal. From a governance standpoint, the filing is positive, yet financially it remains non-material.

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^*

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)
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		25,000		(2)	(2)	Common Stock	25,000	$0	25,000	D
Performance Stock Unit	(3)	06/23/2025		A		9,375		(4)	(4)	Common Stock	9,375	$0	9,375	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	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.
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FAQ

What did Cardlytics (CDLX) disclose in the 06/25/2025 Form 4?

The company granted 25,000 RSUs and 9,375 PSUs to Chief Legal & Privacy Officer Nicholas H. Lynton on 06/23/2025.

Does the filing involve any insider sale of CDLX shares?

No. The Form 4 reports equity awards; there were no shares sold or purchased on the open market.

When will the RSUs granted to the CDLX officer vest?

50 % vests on 06/23/2026, and the remaining 50 % vests quarterly through 06/23/2027, contingent on continued employment.

What triggers vesting of the 9,375 PSUs?

PSUs vest in stated percentages only after specific share-price targets are met and the officer remains employed on those dates.

How much potential dilution do these awards represent?

The 34,375 total units equal roughly 0.10 % of basic shares outstanding, an immaterial potential dilution.

Was a Rule 10b5-1 trading plan involved?

The filing does not indicate that the transaction was made under a 10b5-1 plan.