SEC Form 4 · accession 0001628280-26-047392

Cardlytics, Inc. · CDLX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Amit Gupta

Officer — Chief Executive Officer · Director

Period of report

Jul 1, 2026

Accepted (ET)

Jul 6, 2026 · 5:52 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001666071

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Jul 1, 2026	M	12,500	—	A	111,238	D
Common Stock^F1	Jul 1, 2026	M	18,750	—	A	129,988	D
Common Stock^F3	Jul 2, 2026	S	6,498	$4.395	D	123,490	D
Common Stock^F4	Jul 6, 2026	S	9,640	$4.394	D	113,850	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F1,F5	—	Jul 1, 2026	M	12,500	D	—	—	Common Stock	12,500	37,500	D
Restricted Stock Units^F2,F1,F6	—	Jul 1, 2026	M	18,750	D	—	—	Common Stock	18,750	131,250	D

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
F2Effective 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.
F3The 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).
F4The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $4.280 to $4.510, 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 (4).
F550% 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.
F6The 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.