Cardlytics (NASDAQ: CDLX) CEO vests RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

Cardlytics, Inc. Chief Executive Officer Amit Gupta reported a combination of stock vesting and related share sales. On February 16, 2026, he acquired 250,000 shares of common stock through the exercise/settlement of restricted stock units (RSUs), each RSU representing the right to receive one share or its cash equivalent.

According to the filing, Gupta then sold a total of 97,208 common shares on February 17–18, 2026 in open-market transactions at weighted average prices of $0.902 and $0.926 per share. A footnote states these sales were made solely to satisfy tax withholding obligations arising from the RSU share delivery and not for any other purpose. After these transactions, Gupta directly owned 659,644 common shares.

The RSU awards referenced cover 500,000 shares each, granted on August 21, 2024 and January 29, 2025, and vest in four 25% installments over 24 months following August 16, 2024, conditioned on continued employment.

Insider Trade Summary

Net Seller: 97,208 shares ($88,765)

Net Sell 6 txns

Insider Gupta Amit

Role Chief Executive Officer

Sold 97,208 shs ($89K)

Type	Security	Shares	Price	Value
Sale	Common Stock	45,159	$0.926	$42K
Sale	Common Stock	52,049	$0.902	$47K
Exercise	Restricted Stock Units	125,000	$0.00	--
Exercise	Restricted Stock Units	125,000	$0.00	--
Exercise	Common Stock	125,000	$0.00	--
Exercise	Common Stock	125,000	$0.00	--

Holdings After Transaction: Common Stock — 659,644 shares (Direct); Restricted Stock Units — 125,000 shares (Direct)

Footnotes (1)

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. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on February 16, 2026. The Reporting Person did not sell shares for any other purpose. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.833 to $0.934, 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 footnotes (3) and (4) in this Form 4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.900 to $0.956, inclusive. The RSU award is for 500,000 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. The RSU award is for 500,000 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Gupta Amit

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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
Common Stock	02/16/2026		M		125,000	A	(1)	631,852	D
Common Stock	02/16/2026		M		125,000	A	(1)	756,852	D
Common Stock	02/17/2026		S		52,049(2)	D	$0.902(3)	704,803	D
Common Stock	02/18/2026		S		45,159(2)	D	$0.926(4)	659,644	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)	02/16/2026		M			125,000	(5)	(5)	Common Stock	125,000	$0	125,000	D
Restricted Stock Units	(1)	02/16/2026		M			125,000	(6)	(6)	Common Stock	125,000	$0	125,000	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. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on February 16, 2026. The Reporting Person did not sell shares for any other purpose.

3. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.833 to $0.934, 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 footnotes (3) and (4) in this Form 4.

4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.900 to $0.956, inclusive.

5. The RSU award is for 500,000 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.

6. The RSU award is for 500,000 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.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	02/18/2026
	** 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.
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FAQ

What insider transactions did Cardlytics (CDLX) CEO Amit Gupta report?

Amit Gupta reported RSU vesting into 250,000 Cardlytics common shares and the sale of 97,208 shares. The filing notes the sales were made solely to cover tax withholding obligations triggered by the RSU share delivery, leaving him with 659,644 directly owned shares.

How many Cardlytics (CDLX) shares did the CEO sell, and at what prices?

The CEO sold 97,208 Cardlytics common shares across two days. Weighted average sale prices were $0.902 per share on February 17, 2026, and $0.926 per share on February 18, 2026, in multiple open‑market transactions disclosed in the Form 4.

Were Cardlytics (CDLX) CEO share sales discretionary or for taxes?

The filing states the Cardlytics CEO sold shares solely to satisfy tax withholding obligations. These obligations arose from the delivery of common shares upon RSUs vesting on February 16, 2026, and the CEO did not sell shares for any other stated purpose.

How many Cardlytics (CDLX) shares does the CEO own after these transactions?

Following the reported RSU conversions and tax-related sales, Amit Gupta directly owns 659,644 Cardlytics common shares. This figure reflects his holdings after the final reported sale on February 18, 2026, as disclosed in the total shares following the transaction field.

What are the terms of the Cardlytics (CDLX) CEO’s RSU awards?

The CEO holds two RSU awards, each for 500,000 shares, granted August 21, 2024, and January 29, 2025. Both vest in four equal 25% installments over 24 months after August 16, 2024, contingent on his continued employment with Cardlytics on each vesting date.

How do Cardlytics (CDLX) restricted stock units convert into common stock?

Each Cardlytics restricted stock unit represents a contingent right to receive one share of common stock or, at the company’s election, its cash equivalent. Upon vesting and settlement, RSUs are converted, as shown by the CEO’s February 16, 2026 conversions into 250,000 common shares.