4/AFiled Aug 23, 8:00 PM ET

Cardlytics (CDLX) Director Andre Fernandez Receives RSU Award

$CDLX · Cardlytics, Inc.

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Cardlytics (CDLX) Director Andre Fernandez Receives RSU Award

What Happened Andre J. Fernandez, a director of Cardlytics, was granted 2,200 restricted stock units (RSUs) on May 20, 2026. The grant is recorded as a derivative acquisition at $0.00 per unit (no cash paid). Each RSU represents a contingent right to receive one share of common stock (or, at the company’s election, a cash equivalent) and the RSUs vest in full on the one‑year anniversary of the grant, provided Fernandez remains a director.

The Form 4 was amended on August 24, 2026 to correct an earlier Form 4 filed May 21, 2026 that reported an incorrect number of underlying shares. The reported 2,200 RSUs reflect an adjustment for Cardlytics’ 1-for-10 reverse stock split effective June 5, 2026.

Key Details

  • Transaction date: May 20, 2026 (grant); Form 4 originally filed May 21, 2026 and amended Aug 24, 2026 to correct amount.
  • Security/amount: 2,200 RSUs (derivative award) at $0.00 acquisition price.
  • Vesting: RSUs vest in full on the one‑year anniversary of the grant (conditional on continued service as director).
  • Shares owned after transaction: Not disclosed in this filing.
  • Notable footnotes: F1 clarifies each RSU = right to one share or cash; F2 notes the amendment corrected the previously reported amount and that the count is adjusted for the 1-for-10 reverse split; F3 describes the one‑year vesting condition.
  • Filing status: This is an amended Form 4 correcting the earlier report; amendment filed ~3 months after the original filing.
  • Exhibit: Exhibit 24 (Power of Attorney) attached.

Context This was a compensation award (RSUs) to a board director, not an open‑market purchase or sale. RSU grants are common for directors and represent a future claim on shares if vesting conditions are met; they do not by themselves indicate a buy/sell market signal. The amendment corrects reporting details and reflects the reverse split adjustment.