[Form 4] Cardlytics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardlytics, Inc. (CDLX) – Form 4 insider filing for CFO Alexis DeSieno

The filing discloses routine equity activity related to previously granted restricted stock units (RSUs). On 1 July 2025, 14,349 RSUs vested and were converted into an equal number of common shares (transaction code “M”). Immediately after vesting, the CFO beneficially owned 179,182 common shares.

On 2 July 2025, the CFO executed a sale of 7,324 shares (transaction code “S”) at a weighted-average price of $1.7826 to cover tax-withholding obligations associated with the RSU delivery. Post-sale, direct ownership stands at 171,858 common shares.

The RSU award originally covered 114,796 shares and vests in eight equal quarterly instalments from 1 July 2024 through 1 April 2026, conditional on continued employment. Following the reported transactions, 43,049 RSUs remain outstanding and unexercised.

• No open-market purchase or discretionary sale occurred beyond the withholding-related disposition.
• The transactions do not change the CFO’s executive status; they are standard Section 16 reporting items.

Implications for investors: The activity appears administrative and tax-related, signalling neither bullish nor bearish intent. Nevertheless, it provides updated visibility into insider holdings and confirms continued service of the CFO, whose remaining share and RSU position maintains alignment with shareholder interests.

Positive

• CFO retains a sizable ownership stake of 171,858 shares plus 43,049 unvested RSUs, reinforcing management–shareholder alignment.
• RSU vesting confirms continued employment of the CFO through at least the next vesting dates, supporting leadership stability.

Negative

• Insider sale of 7,324 shares, even if tax-related, can be perceived negatively by some investors.
• Low sale price of $1.78 highlights the stock’s currently depressed valuation, which may concern shareholders.

Insights

Senior Securities Analyst

TL;DR: Routine RSU vesting; small tax sale; neutral insider signal.

The Form 4 reflects a scheduled RSU vesting under a multi-year grant. The CFO converted 14,349 units and sold roughly half that amount strictly for tax withholding, leaving a net increase of ~7,000 shares and a total direct holding of 171,858 shares plus 43,049 unvested RSUs. Sales linked to withholding are generally viewed as administrative and carry minimal informational value compared with discretionary sales. Given the modest dollar value (~$13k) and the stated purpose, I classify the filing as neutral for valuation or sentiment. The continued large residual stake suggests ongoing alignment with shareholders.

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^*

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)
07/01/2025

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	07/01/2025		M		14,349	A	(1)	179,182	D
Common Stock	07/02/2025		S		7,324(2)	D	$1.7826(3)	171,858	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)	07/01/2025		M			14,349	(4)	(4)	Common Stock	14,349	$0	43,049	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer.

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 July 1, 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 $1.66 to $1.8451, 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).

4. The RSU award was originally for 114,796 shares. The RSU award vested or will vest in eight equal installments on July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026 and April 1, 2026, provided that the Reporting Person remains employed by the Issuer on such vesting date.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	07/02/2025
	** 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

Why did Cardlytics CFO Alexis DeSieno sell shares on 2 July 2025?

The 7,324 shares were sold solely to satisfy tax-withholding obligations arising from RSU vesting, according to the filing.

How many Cardlytics shares does the CFO now own?

After the transactions, Alexis DeSieno directly owns 171,858 common shares and holds 43,049 unvested RSUs.

What was the weighted-average sale price in the Form 4?

Shares were sold at a weighted-average price of $1.7826, with individual trades ranging from $1.66 to $1.8451.

Is the insider activity considered bullish or bearish for CDLX?

The transactions appear administrative and tax-related; therefore, analysts generally view them as neutral.

What is the vesting schedule of the CFO’s RSU award?

The original 114,796-share RSU grant vests in eight equal instalments each quarter from 1 July 2024 through 1 April 2026.

Did the Form 4 indicate any change in executive status?

No. Alexis DeSieno continues to serve as Chief Financial Officer of Cardlytics.