Fernandez Andre J 4

What Happened

• Andre J. Fernandez, a director of Cardlytics, reported that 11,000 restricted stock units (RSUs) vested on May 20, 2026. The RSUs converted into shares (exercise/conversion of a derivative) and an equal number—11,000 shares—were reported as disposed on the same date. All transactions show a $0.00 per-share transaction price in the filing (these were not open-market purchases or sales for cash).

Key Details

• Transaction date: 2026-05-20 (reported on Form 4 filed 2026-05-21).
• Reported entries:
  • Exercise/conversion (M) — 11,000 shares acquired @ $0.00.
  • Grant/award (A) — 11,000 RSUs acquired @ $0.00 (derivative).
  • Exercise/conversion (M) — 11,000 shares disposed @ $0.00 (derivative).
• Footnotes from the filing:
  • F1: Each RSU represents a contingent right to one share (or cash equivalent).
  • F2: RSUs vest in full on the one-year anniversary of grant, provided the director remains in role.
  • F3: The RSUs vested in full on the one-year anniversary.
• Shares owned after the transactions: not specified in the filing.
• Filing timeliness: Form 4 was filed the day after the reported transactions (May 21, 2026), which appears timely per normal reporting rules.

Context

• This filing shows RSUs vesting and converting to common stock rather than an open-market buy or sale. It's common for vested RSUs to be converted to shares and for some shares to be surrendered or transferred to cover taxes or other obligations; however, the Form 4 here does not state the reason for the simultaneous disposition of 11,000 shares. The $0.00 prices indicate these were not cash purchases/sales in the market but internal conversions/settlements of equity awards.