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Cardlytics, Inc.·4

Feb 18, 6:16 PM ET

Gupta Amit 4

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Cardlytics (CDLX) CEO Amit Gupta Sells Shares After RSU Vesting

What Happened
Amit Gupta, Chief Executive Officer of Cardlytics (CDLX), had restricted stock units (RSUs) vest on February 16, 2026 and those RSUs converted into common shares. The filing shows two conversion/exercise events for 125,000 shares each (250,000 shares total) tied to RSU awards. To satisfy tax-withholding obligations connected to the vesting, Gupta sold shares in the open market: 52,049 shares on Feb 17 (weighted avg price reported $0.90) for proceeds of $46,948, and 45,159 shares on Feb 18 (weighted avg price reported $0.93) for proceeds of $41,817 — total cash proceeds about $88,765. The filing notes the sales were made solely to cover tax withholding and not for other purposes.

Key Details

  • Transaction types: conversion/exercise of RSUs (derivative conversion) and open-market sales to cover taxes.
  • Vesting/conversion date: Feb 16, 2026 (250,000 shares total: 125,000 from each of two RSU awards).
  • Open-market sales:
    • Feb 17, 2026 — 52,049 shares, weighted avg price $0.90, proceeds $46,948 (sales in range $0.833–$0.934 per footnote).
    • Feb 18, 2026 — 45,159 shares, weighted avg price $0.93, proceeds $41,817 (sales in range $0.900–$0.956 per footnote).
  • Some vested shares were withheld/returned to satisfy tax obligations (reported as derivative dispositions at $0.00 in the filing); the market sales were made solely to satisfy withholding (Footnote F2).
  • RSU background: two awards of 500,000 shares each (granted Aug 21, 2024 and Jan 29, 2025) vest in four installments over 24 months based on the CEO start date (Aug 16, 2024); 25% vests at each six‑month interval (Footnotes F5, F6).
  • Shares owned after transaction: not specified in the Form 4.
  • Filing: Form 4 filed Feb 18, 2026. No late-filing indication in the report.

Context
This was primarily a vesting/conversion of RSUs with subsequent sales to satisfy tax withholding — a routine corporate/compensation event. Such tax-related sales are common and do not necessarily indicate a change in an insider’s view of the company. The conversion of RSUs and the mix of withheld shares plus open-market sales functionally resembles a cashless settlement for tax purposes.