Scott A. Hill boosts Cardlytics (CDLX) equity via RSU exercise and new grant

Rhea-AI Filing Summary

Cardlytics director Scott A. Hill increased his equity exposure through compensation-related transactions. He exercised 11,000 restricted stock units into 11,000 shares of common stock, and separately received a new grant of 11,000 RSUs that will vest in full after one year of continued board service. Following these moves, he holds 68,748 shares of common stock directly and 11,000 RSUs representing a contingent right to additional shares or their cash equivalent.

Insider Trade Summary

11,000 shares exercised/converted

Mixed 3 txns

Insider Hill Scott A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	11,000	$0.00	--
Exercise	Restricted Stock Units	11,000	$0.00	--
Exercise	Common Stock	11,000	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 11,000 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Common Stock — 68,748 shares (Direct, null)

Footnotes (1)

1. 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. The RSUs shall vest in full on the one-year anniversary of the date of grant, provided that the Reporting Person remains a director of the Issuer on such vesting date. The RSUs vested in full on the one-year anniversary of the date of grant.

Key Figures

RSUs exercised: 11,000 shares New RSU grant: 11,000 RSUs Common shares held: 68,748 shares +1 more

4 metrics

RSUs exercised 11,000 shares Restricted stock units converted into common stock on May 20, 2026

New RSU grant 11,000 RSUs Awarded on May 20, 2026, vesting after one year of service

Common shares held 68,748 shares Direct holdings after transactions on May 20, 2026

RSUs outstanding 11,000 units Restricted stock units remaining after new award on May 20, 2026

Key Terms

Restricted Stock Units, derivative security, vest in full, contingent right

4 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vest in full financial

"The RSUs shall vest in full on the one-year anniversary of the date of grant"

contingent right financial

"represents a contingent right to receive one share of common stock of the Issuer"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hill Scott A

(Last) (First) (Middle)

675 PONCE DE LEON AVE NE

SUITE 4100

(Street)

ATLANTA GEORGIA 30308

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cardlytics, Inc. [ CDLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		M		11,000	A	$0(1)	68,748	D

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 Securities Underlying Derivative Security (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: 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 Unit	(1)	05/20/2026		A		11,000		(2)	(2)	Common Stock	11,000	$0	11,000	D
Restricted Stock Units	(1)	05/20/2026		M			11,000	(3)	(3)	Common Stock	11,000	$0	0	D

Explanation of Responses:

1. 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.

2. The RSUs shall vest in full on the one-year anniversary of the date of grant, provided that the Reporting Person remains a director of the Issuer on such vesting date.

3. The RSUs vested in full on the one-year anniversary of the date of grant.

Remarks:

	/s/ Nick Lynton, Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Cardlytics (CDLX) director Scott A. Hill report in this Form 4?

Scott A. Hill reported exercising 11,000 restricted stock units into common stock and receiving a new grant of 11,000 RSUs. These transactions are compensation-related equity awards rather than open-market stock purchases or sales.

How many Cardlytics (CDLX) shares does Scott A. Hill hold after these transactions?

After the reported transactions, Scott A. Hill holds 68,748 shares of Cardlytics common stock directly. He also holds 11,000 restricted stock units, which may convert into an equal number of shares or their cash equivalent in the future, subject to vesting.

What are the terms of Scott A. Hill’s new RSU grant from Cardlytics (CDLX)?

The new grant consists of 11,000 restricted stock units, each representing a contingent right to one share of Cardlytics common stock or its cash equivalent. These RSUs vest in full on the one-year anniversary of the grant date if he remains a director on that date.

Were Scott A. Hill’s Cardlytics (CDLX) transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect an exercise of 11,000 previously granted restricted stock units into common stock and a separate grant of 11,000 new RSUs as part of his director compensation package.

What does it mean that Scott A. Hill’s RSUs with Cardlytics (CDLX) vested in full?

Previously granted RSUs vested in full on the one-year anniversary of their grant date, triggering delivery of 11,000 shares of common stock. Vesting occurs when service-based conditions are satisfied, converting contingent rights into actual share ownership.