CAS Investment/Sosin Disclose 5.2M CDLX Shares (~9.8%) and Convertible Notes

Rhea-AI Filing Summary

CAS Investment Partners, Sosin Master and related entities report combined shared beneficial ownership of 5,198,067 shares of Cardlytics (CDLX), representing approximately 9.8% of the outstanding common stock based on 53,236,901 shares outstanding as of July 31, 2025. Sosin Master directly holds 3,198,584 shares (about 6.0%) and CSWR directly holds 1,999,483 shares (about 3.8%). The filing states the Sosin entities purchased shares in open market transactions funded primarily with working capital; aggregate purchase prices were approximately $88.6 million for Sosin Master and $65.0 million for CSWR. Reporting persons disclose shared voting and dispositive power only and note holdings of convertible notes with principal amounts of $13.74 million (Sosin Master) and $7.50 million (CSWR), which may be settled in cash or shares at the issuer’s option.

Positive

• Combined stake of 5,198,067 shares representing approximately 9.8% of CDLX outstanding is a material ownership position
• Sosin Master directly owns 3,198,584 shares (~6.0%) and CSWR directly owns 1,999,483 shares (~3.8%)
• Aggregate purchase prices disclosed: approximately $88.62 million for Sosin Master and $65.03 million for CSWR, showing clear capital commitment

Negative

• No sole voting or dispositive power reported — all voting and disposition is shared, indicating no unilateral control
• Convertible notes held are not treated as beneficially owned because the issuer may settle conversions in cash, shares, or a combination, creating contingent exposure

Insights

Financial Analyst

TL;DR: Combined ownership of ~9.8% of CDLX via open-market purchases funded with working capital; holdings include convertible notes.

The disclosed positions are material in size relative to the 53.24 million shares outstanding, with Sosin Master holding ~6.0% and CSWR ~3.8%. The filing documents aggregate cash outlays of approximately $153.6 million across the two funds, indicating meaningful capital commitment. The reporting parties assert only shared voting and dispositive power, not sole control. The convertible notes positions create potential future equity exposure but are not treated as beneficially owned due to issuer conversion settlement discretion.

Corporate Governance Expert

TL;DR: A near-10% shared stake is significant for governance dynamics, though no sole voting control is claimed.

The disclosure signals an influential minority ownership block that could affect shareholder votes or negotiations, yet the reporting persons explicitly report no sole voting or dispositive power. That distinction limits immediate unilateral control but preserves the potential for coordinated action among related entities. The pro rata distributions and recent open-market activity are documented, and the presence of notes convertible at the issuer’s option warrants attention as potential dilutive exposure depending on future settlement choices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Cardlytics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

14161W105

(CUSIP Number)

CLIFFORD SOSIN
CAS INVESTMENT PARTNERS, LLC, 8 Wright Street, Suite 107
Westport, CT, 06880
(212) 804-7660

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 14161W105

1

Name of reporting person

CAS Investment Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,198,067.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,198,067.00

11

Aggregate amount beneficially owned by each reporting person

5,198,067.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 14161W105

1

Name of reporting person

SOSIN MASTER, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,198,584.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,198,584.00

11

Aggregate amount beneficially owned by each reporting person

3,198,584.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 14161W105

1

Name of reporting person

CSWR PARTNERS, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,999,483.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,999,483.00

11

Aggregate amount beneficially owned by each reporting person

1,999,483.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 14161W105

1

Name of reporting person

SOSIN LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,198,067.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,198,067.00

11

Aggregate amount beneficially owned by each reporting person

5,198,067.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 14161W105

1

Name of reporting person

SOSIN CLIFFORD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,198,067.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,198,067.00

11

Aggregate amount beneficially owned by each reporting person

5,198,067.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001
(b)	Name of Issuer: Cardlytics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 675 PONCE DE LEON AVENUE, NE, SUITE 4100, ATLANTA, GEORGIA , 30308.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Sosin Master and CSWR were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 3,198,584 Shares directly beneficially owned by Sosin Master is approximately $88,620,705, including brokerage commissions. The aggregate purchase price of the 1,999,483 Shares directly beneficially owned by CSWR is approximately $65,026,672, including brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 53,236,901 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. A. Sosin Master As of the close of business on August 19, 2025, Sosin Master directly beneficially owned 3,198,584 Shares. Percentage: Approximately 6.0% B. CSWR As of the close of business on August 19, 2025, CSWR directly beneficially owned 1,999,483 Shares. Percentage: Approximately 3.8% C. CAS Investment As the investment manager of Sosin Master and CSWR, CAS Investment may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8% D. Sosin LLC Sosin LLC, as the general partner of Sosin Master and CSWR, may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8% E. Mr. Sosin Mr. Sosin, as the managing member of CAS Investment, may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8%
(b)	Item 5(b) is hereby amended and restated to read as follows: A. Sosin Master 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,198,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,198,584 B. CSWR 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,999,483 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,999,483 C. CAS Investment 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,198,067 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,198,067 D. Sosin LLC 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,198,067 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,198,067 E. Mr. Sosin 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,198,067 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,198,067
(c)	Item 5(c) is hereby amended and restated to read as follows: A. Sosin Master The open market transactions in the Shares by Sosin Master during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. Effective June 30, 2025, Sosin Master engaged in a pro rata distribution of 15,855 Shares to its partners for no consideration. B. CSWR The open market transactions in the Shares by CSWR during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. C. CAS Investment CAS Investment has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days. D. Sosin LLC Sosin LLC has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days. E. Mr. Sosin Mr. Sosin has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On June 30, 2025, Sosin Master engaged in a pro rata distribution of $57,000 of the Notes to its partners for no consideration. Accordingly, Sosin Master directly holds $13,741,366 principal amount of the Notes and CSWR directly holds $7,501,634 principal amount of the Notes. As the Issuer has the option, at its sole discretion, to settle conversions of the Notes in cash, Shares or a combination of cash and Shares, the Reporting Persons are not deemed to be beneficial owners of any Shares underlying the Notes as the Reporting Persons do not have the right to acquire such underlying Shares.
Item 7.	Material to be Filed as Exhibits.
	1 - Transactions in Securities

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CAS Investment Partners, LLC

Signature:	/s/ Clifford Sosin
Name/Title:	Clifford Sosin, Managing Member
Date:	08/20/2025

SOSIN MASTER, LP

Signature:	/s/ Clifford Sosin
Name/Title:	Clifford Sosin, Managing Member of CAS Investment Partners, LLC, Investment Adviser of Sosin Master, LP
Date:	08/20/2025

CSWR PARTNERS, LP

Signature:	/s/ Clifford Sosin
Name/Title:	Clifford Sosin, Managing Member of CAS Investment Partners, LLC, Investment Adviser of CSWR Partners, LP
Date:	08/20/2025

SOSIN LLC

Signature:	/s/ Clifford Sosin
Name/Title:	Clifford Sosin, Managing Member of CAS Investment Partners, LLC, Investment Adviser of Sosin Master, LP and CSWR Partners, LP
Date:	08/20/2025

SOSIN CLIFFORD

Signature:	/s/ Clifford Sosin
Name/Title:	Clifford Sosin
Date:	08/20/2025

FAQ

How many Cardlytics (CDLX) shares do the Sosin entities report owning?

The reporting persons disclose beneficial ownership of 5,198,067 shares in the aggregate, representing approximately 9.8% of outstanding shares.

What are the individual holdings of Sosin Master and CSWR in CDLX?

As of August 19, 2025, Sosin Master holds 3,198,584 shares (~6.0%) and CSWR holds 1,999,483 shares (~3.8%).

How were the purchases funded according to the filing?

The filing states purchases by Sosin Master and CSWR were made with working capital, which may include margin loans in the ordinary course of business.

What cash amounts did the reporting persons pay to acquire their CDLX positions?

The aggregate purchase price disclosed is approximately $88,620,705 for Sosin Master and $65,026,672 for CSWR, including brokerage commissions.

Do the reporting persons have sole voting or dispositive power over these shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; all reported voting and dispositive powers are shared.

Are there convertible notes mentioned in the filing and who holds them?

Yes. Sosin Master directly holds $13,741,366 principal amount of the notes and CSWR directly holds $7,501,634 principal amount of the notes; conversions may be settled in cash, shares, or both at the issuer’s option.