[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardlytics (CDLX) Chief Financial Officer Alexis DeSieno reported the vesting and partial disposition of restricted stock units. On 08/14/2025 Ms. DeSieno had 43,750 RSUs vest, which increased her beneficial ownership to 215,608 shares. The next day, 08/15/2025, she sold 26,048 shares at a weighted average price of $1.217 to satisfy tax withholding obligations, leaving her with 189,560 shares reported as directly beneficially owned. The RSU award referenced was originally for 350,000 shares, with 50% having vested on 08/14/2024 and the remainder vesting quarterly over the following year, subject to continued employment.

Positive

• RSU vesting disclosed (43,750 RSUs vested on 08/14/2025), showing compensation alignment
• Sale solely for tax withholding—report states shares were sold only to satisfy tax obligations
• Remaining direct beneficial ownership of 189,560 shares after the withholding sale
• Clear vesting schedule disclosed for original 350,000 RSU award, including prior 50% vesting on the Anniversary Date

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting with tax-motivated sale; no material change to control.

The Form 4 discloses a standard compensation event: RSU vesting followed by a sale solely to cover tax withholding. The exercised RSUs increased reported beneficial ownership before the sale, and the subsequent disposition reduced shares to 189,560. This transaction reflects compensation mechanics rather than a directional bet on the stock and is not, by itself, material to Cardlytics' valuation.

Corporate Governance Expert

TL;DR: Disclosure is complete and conforms to Section 16 reporting norms; vesting schedule is clearly documented.

The filer provided required detail: transaction codes, amounts, weighted average sale price range, and the RSU award structure including original grant size and vesting conditions. The explanation that shares were sold solely for tax withholding clarifies intent and aligns with common executive practice; no governance concerns are evident from this filing alone.

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^*

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)
08/14/2025

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
Common Stock	08/14/2025		M		43,750	A	(1)	215,608	D
Common Stock	08/15/2025		S		26,048(2)	D	$1.217(3)	189,560	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)	08/14/2025		M			43,750	(4)	(4)	Common Stock	43,750	$0	0	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 August 14, 2025. 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 $1.19 to $1.265, 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 this footnote (3).

4. The RSU award was originally for 350,000 shares. 50% of the RSUs vested on August 14, 2024 (the "Anniversary Date"), with the remaining 50% vesting in equal amounts quarterly over the one year period following the Anniversary Date, provided that the Reporting Person remains employed by the Issuer on such vesting date.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	08/18/2025
	** 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

What did Cardlytics CFO Alexis DeSieno report on Form 4?

The Form 4 reports 43,750 RSUs vested on 08/14/2025 and a sale of 26,048 shares on 08/15/2025 to satisfy tax withholding.

How many Cardlytics (CDLX) shares does Alexis DeSieno own after the reported transactions?

After the vesting and the withholding sale, the reporting person beneficially owned 189,560 shares.

What was the sale price for the shares sold to cover taxes?

The weighted average sales price reported was $1.217, with individual sales ranging from $1.19 to $1.265.

Why were shares sold following the RSU vesting?

The Form 4 states the shares were sold solely to satisfy tax withholding obligations resulting from the RSU vesting.

What was the original size and vesting terms of the RSU award?

The RSU award was originally for 350,000 shares; 50% vested on 08/14/2024 and the remaining 50% vests in equal quarterly amounts over the following year, subject to continued employment.