Cardlytics Inc.

07/06/2026 | Press release | Distributed by Public on 07/06/2026 15:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lynton Nicholas Hollmeyer
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 Legal & Privacy Officer
(Last) (First) (Middle)
675 PONCE DE LEON AVENUE NE, SUITE 4100
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
(Street)
ATLANTA, GA 30308
4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Stock 07/01/2026 M 157 A (1) 16,942(2) D
Common Stock 07/01/2026 M 1,500 A (1) 18,442 D
Common Stock 07/01/2026 M 312 A (1) 18,754 D
Common Stock 07/01/2026 M 2,750 A (1) 21,504 D
Common Stock 07/02/2026 S 2,151 D(3) $4.395(4) 19,353 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 07/01/2026 M 157(2) (5) (5) Common Stock 157 $ 0 0 D
Restricted Stock Units (1) 07/01/2026 M 1,500(2) (6) (6) Common Stock 1,500 $ 0 4,500(2) D
Restricted Stock Units (1) 07/01/2026 M 312(2) (6) (6) Common Stock 312 $ 0 938(2) D
Restricted Stock Unit (1) 07/01/2026 M 2,750(2) (7) (7) Common Stock 2,750 $ 0 19,250(2) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lynton Nicholas Hollmeyer
675 PONCE DE LEON AVENUE NE
SUITE 4100
ATLANTA, GA 30308
Chief Legal & Privacy Officer

Signatures

/s/ Nick Lynton 07/06/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
(2) Effective 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.
(3) Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on July 1, 2026. The Reporting Person did not sell shares for any other purpose.
(4) The 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).
(5) 25% of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.
(6) 50% 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.
(7) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Cardlytics Inc. published this content on July 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 06, 2026 at 21:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]