Form 4 for CDLX Cardlytics, Inc.
Accepted 2025-08-19 00:00:00 ET · period of report 2025-08-16 · accession 0001666071-25-000131 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-08-19 | 2025-08-18+ | CDLX | Gupta Amit | CEO, Dir | S - Sale+OE | $1.12 | -136.9K | 491.8K | -22% | -$154.1K |
| DM | 2025-08-19 | 2025-08-18 | CDLX | Gupta Amit | CEO, Dir | M - OptEx | — | +250.0K | 628.7K | +66% | — |
| DM | 2025-08-19 | 2025-08-16 | CDLX | Gupta Amit | CEO, Dir | M - OptEx | $0.00 | -250.0K | 250.0K | -50% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-08-18 | S | D | 68,260 | $1.13 | 560,444 | D | — | — | (F2) Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on August 18, 2025. The Reporting Person did not sell shares for any other purpose. (F3) The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $1.075 to $1.19, 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 footnotes (3) and (4) in this Form 4. |
| 2 | Common | Common Stock | 2025-08-19 | S | D | 68,685 | $1.12 | 491,759 | D | — | — | (F2) Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on August 18, 2025. The Reporting Person did not sell shares for any other purpose. (F4) The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $1.085 to $1.155, inclusive. |
| 3 | Common | Common Stock | 2025-08-18 | M | A | 125,000 | — | 503,704 | D | — | — | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent. |
| 4 | Common | Common Stock | 2025-08-18 | M | A | 125,000 | — | 628,704 | D | — | — | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent. |
| 5 | Derivative | Restricted Stock Units | 2025-08-16 | M | D | 125,000 | $0.00 | 250,000 | D | — · — to — | 125,000 Common Stock | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent. (F5) The RSU award is for 500,000 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. |
| 6 | Derivative | Restricted Stock Units | 2025-08-16 | M | D | 125,000 | $0.00 | 250,000 | D | — · — to — | 125,000 Common Stock | (F1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer, or at the election of the Issuer, its cash equivalent. (F6) The RSU award is for 500,000 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. |