Cardlytics (NASDAQ: CDLX) CFO awarded 1M RSUs vesting 2027-28

Rhea-AI Filing Summary

Cardlytics, Inc. Chief Financial Officer Evans David Thomas received an award of 1,000,000 restricted stock units (RSUs) on January 12, 2026. Each RSU represents a contingent right to receive one share of Cardlytics common stock. The filing shows these derivative securities are held directly and that the total RSUs beneficially owned after the transaction is 1,000,000.

The vesting schedule is time-based. Half of the RSUs, or 50% of the underlying shares, will vest on February 1, 2027. The remaining 50% will then vest in equal quarterly installments over the following year through February 1, 2028, as long as the executive remains employed by Cardlytics on each vesting date. This structure is designed to align the CFO’s compensation with the company’s long-term performance and retention.

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

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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^*

Evans David Thomas

(Last) (First) (Middle)

C/O CARDLYTICS, INC.

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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

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)	01/12/2026		A		1,000,000		(2)	(2)	Common Stock	1,000,000	$0	1,000,000	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 February 1, 2027, with the remaining 50% vesting in equal amounts quarterly over a one-year period through February 1, 2028, provided that the Reporting Person remains employed by the Issuer on such vesting dates.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	01/16/2026
	** 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.
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 (CDLX) disclose in this Form 4 for its CFO?

The filing reports that Chief Financial Officer Evans David Thomas acquired 1,000,000 restricted stock units (RSUs) on January 12, 2026. These are derivative securities that give him the right to receive an equal number of Cardlytics common shares if vesting conditions are met.

How many Cardlytics RSUs does the CFO hold after this transaction?

Following the reported transaction, the Form 4 shows that the CFO beneficially owns 1,000,000 RSUs. The ownership form is listed as direct, indicating they are directly attributed to him rather than through another entity.

What is the vesting schedule for the 1,000,000 Cardlytics RSUs?

The footnotes state that 50% of the RSUs will vest on February 1, 2027. The remaining 50% will vest in equal quarterly installments over a one-year period through February 1, 2028, subject to the CFO remaining employed on each vesting date.

Does each Cardlytics RSU equal one share of common stock?

Yes. The footnotes clarify that each restricted stock unit represents a contingent right to receive one share of Cardlytics’ common stock, assuming the vesting conditions are satisfied.

Was this Cardlytics CFO RSU transaction direct or through another entity?

The Form 4 characterizes the transaction as direct ownership, with no footnotes indicating that the RSUs are held through a trust, partnership, or other related entity.

What transaction code is used for the Cardlytics CFO RSU award?

The filing uses transaction code “A” for the RSU award, which indicates an acquisition of derivative securities under the reporting rules.