SEC Form 4 · accession 0001628280-26-057772
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
Aug 16, 2026
Accepted (ET)
Aug 18, 2026 · 5:27 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 16, 2026 | M | 12,500 | — | A | 126,350 | D | |
| Common StockF1 | Aug 16, 2026 | M | 12,500 | — | A | 138,850 | D | |
| Common StockF2 | Aug 17, 2026 | S | 6,785 | $3.966 | D | 132,065 | D | |
| Common StockF3 | Aug 18, 2026 | S | 6,676 | $4.031 | D | 125,389 | 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 UnitsF1,F4 | — | Aug 16, 2026 | M | 12,500 | D | — | — | Common Stock | 12,500 | 0 | D |
| Restricted Stock UnitsF1,F5 | — | Aug 16, 2026 | M | 12,500 | D | — | — | Common Stock | 12,500 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F2The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.860 to $4.150, 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 (2).
- F3The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $4.000 to $4.105, 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 RSU award is for 50,000 shares that were granted on August 21, 2024. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.
- F5The RSU award is for 50,000 shares that were granted on January 29, 2025. The RSUs will vest in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.
Remarks
Exhibit List - Exhibit 24 - Power of Attorney