Hill Scott A 4

What Happened

• Scott A. Hill, a director of Cardlytics, had 11,000 restricted stock units (RSUs) vest on 2026-05-20, which converted to 11,000 shares. The filing shows an exercise/conversion and award (both recorded as acquired) and a contemporaneous disposal of 11,000 shares. All transactions are reported at a $0.00 exercise/price in the filing (no cash exercise price reported).

Key Details

• Transaction date(s): 2026-05-20 (reported on Form 4 filed 2026-05-21).
• Reported entries:
  • A (award/grant): 11,000 RSU derivative units acquired (0.00 price) — these RSUs vested.
  • M (exercise/conversion): 11,000 shares acquired upon conversion of RSUs (0.00).
  • M (exercise/conversion): 11,000 shares disposed (0.00).
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Footnotes of note:
  • F1: Each RSU represents a contingent right to one share (or cash equivalent).
  • F2: RSUs vest in full one year after grant if the reporting person remains a director.
  • F3: The RSUs vested in full on the one-year anniversary (i.e., the vesting event occurred).
• Timeliness: The Form 4 was filed the next day (5/21) for the 5/20 transactions, which appears timely under standard reporting rules.

Context

• These were derivative/RSU transactions: RSUs vested and converted into common shares, and the converted shares were reported as disposed the same day. Filings that show conversion plus same-day disposition commonly reflect tax withholding or broker-assisted sale to cover taxes or fees, but this specific Form 4 does not state the reason or cash proceeds. This is not a conventional open-market purchase (buy) or open-market sale for cash disclosure of proceeds in the provided data.