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Cardlytics (NASDAQ: CDLX) officer sells 2,151 shares after RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cardlytics, Inc.’s Chief Legal & Privacy Officer Lynton Nicholas Hollmeyer reported a combination of RSU vesting and a related share sale. On July 1, 2026, he exercised restricted stock units that delivered a total of 4,719 shares of Common Stock. On July 2, 2026, he sold 2,151 shares of Common Stock at a weighted average price of $4.395 per share, with footnotes stating the sale was made solely to cover tax withholding obligations from the RSU share delivery. Following these transactions, he directly holds 19,353 shares of Cardlytics common stock, with no remaining derivative positions shown in this filing.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with shares sold only to cover taxes.

The filing shows Lynton Nicholas Hollmeyer receiving Cardlytics common shares through exercises of restricted stock units, then selling a portion. The 4,719 shares acquired on July 1, 2026 reflect equity compensation vesting rather than open-market buying.

The 2,151 shares sold on July 2, 2026 at a weighted average of $4.395 per share are explicitly described as covering tax withholding obligations. This is a mechanistic disposition rather than a discretionary sale based on a view of the stock.

After these transactions, Hollmeyer directly owns 19,353 shares of common stock. With 0% derivative positions remaining in this filing’s derivativeSummary, the visible exposure is now entirely in common shares, typical after RSUs convert into stock.

Insider Lynton Nicholas Hollmeyer
Role Chief Legal & Privacy Officer
Sold 2,151 shs ($9K)
Type Security Shares Price Value
Sale Common Stock 2,151 $4.395 $9K
Exercise Restricted Stock Units 157 $0.00 --
Exercise Restricted Stock Units 1,500 $0.00 --
Exercise Restricted Stock Units 312 $0.00 --
Exercise Restricted Stock Unit 2,750 $0.00 --
Exercise Common Stock 157 $0.00 --
Exercise Common Stock 1,500 $0.00 --
Exercise Common Stock 312 $0.00 --
Exercise Common Stock 2,750 $0.00 --
Holdings After Transaction: Common Stock — 19,353 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Restricted Stock Unit — 19,250 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. Effective June 5, 2026, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock. The number of securities reported herein have been adjusted to reflect the reverse stock split. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on July 1, 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 $4.260 to $4.540, 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). 25% of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date. 50% of the shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates. 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.
Shares sold 2,151 shares Common Stock sold on July 2, 2026 to satisfy tax withholding
Sale price $4.395 per share Weighted average sales price for July 2, 2026 transactions
Shares acquired via RSU exercises 4,719 shares Common Stock delivered from RSUs exercised on July 1, 2026
Post-transaction holdings 19,353 shares Directly owned Cardlytics common shares after reported transactions
Reverse stock split ratio 1-for-10 Reverse split effective June 5, 2026; figures adjusted accordingly
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
reverse stock split financial
"Effective June 5, 2026, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
tax withholding obligations financial
"Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on July 1, 2026."
weighted average sales price financial
"The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $4.260 to $4.540, inclusive."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
X
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 GEORGIA 30308

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal & Privacy Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026M157A(1)16,942(2)D
Common Stock07/01/2026M1,500A(1)18,442D
Common Stock07/01/2026M312A(1)18,754D
Common Stock07/01/2026M2,750A(1)21,504D
Common Stock07/02/2026S2,151D(3)$4.395(4)19,353D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/01/2026M157(2) (5) (5)Common Stock157$00D
Restricted Stock Units(1)07/01/2026M1,500(2) (6) (6)Common Stock1,500$04,500(2)D
Restricted Stock Units(1)07/01/2026M312(2) (6) (6)Common Stock312$0938(2)D
Restricted Stock Unit(1)07/01/2026M2,750(2) (7) (7)Common Stock2,750$019,250(2)D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
2. Effective June 5, 2026, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock. The number of securities reported herein have been adjusted to reflect the reverse stock split.
3. Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on July 1, 2026. The Reporting Person did not sell shares for any other purpose.
4. The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $4.260 to $4.540, 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).
5. 25% of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
6. 50% of the shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027, provided that the Reporting Person remains employed by the Issuer on such vesting dates.
7. 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 Lynton07/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Cardlytics (CDLX) insider Lynton Nicholas Hollmeyer report in this Form 4?

He reported RSU vesting into common shares and a related share sale. On July 1, 2026 he acquired 4,719 common shares, then sold 2,151 shares on July 2, 2026 to handle tax obligations from the vesting.

How many Cardlytics (CDLX) shares did Hollmeyer sell, and at what price?

He sold 2,151 shares of Cardlytics common stock. The weighted average sales price was $4.395 per share, with individual trades executed between $4.260 and $4.540, according to the weighted average pricing footnote in the filing.

Why did the Cardlytics (CDLX) insider sell 2,151 shares after RSU vesting?

The filing states the sale was solely to satisfy tax withholding obligations from RSUs that vested on July 1, 2026. It clarifies the reporting person did not sell any shares for other purposes beyond covering those tax liabilities.

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

Following the reported Form 4 transactions, Hollmeyer directly owns 19,353 shares of Cardlytics common stock. This post-transaction holding reflects RSU conversions into stock, partially offset by shares sold to cover related tax withholding requirements.

What RSU activity did the Cardlytics (CDLX) Form 4 disclose for July 1, 2026?

On July 1, 2026 multiple RSU tranches were exercised into common stock, totaling 4,719 underlying shares. Footnotes describe vesting schedules, including awards that vest quarterly over periods extending through April 1, 2028, contingent on continued employment.

How did the Cardlytics (CDLX) reverse stock split affect the amounts in this Form 4?

A footnote explains Cardlytics implemented a 1-for-10 reverse stock split effective June 5, 2026. All share amounts and related figures in the Form 4 have been adjusted to reflect the split, ensuring the reported numbers match the current capital structure.