Amit Gupta - 16 Feb 2026 Form 4 Insider Report for Cardlytics, Inc. (CDLX)

Role: Chief Executive Officer, Director
Signature: /s/ Nick Lynton, Attorney-in-Fact
Issuer symbol: CDLX
Transactions as of: 16 Feb 2026
Net transactions value: -$88,765
Form type: 4
Filing time: 18 Feb 2026, 18:16:51 UTC
Previous filing: 05 Jan 2026
Next filing: 03 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Gupta Amit	Chief Executive Officer, Director	675 PONCE DE LEON AVENUE NE, SUITE 4100, ATLANTA	/s/ Nick Lynton, Attorney-in-Fact	18 Feb 2026	0001961238

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDLX	Common Stock	Options Exercise		+125,000	+25%		631,852	16 Feb 2026	Direct	F1
transaction	CDLX	Common Stock	Options Exercise		+125,000	+20%		756,852	16 Feb 2026	Direct	F1
transaction	CDLX	Common Stock	Sale	$46,948	-52,049	-6.9%	$0.9020	704,803	17 Feb 2026	Direct	F2, F3
transaction	CDLX	Common Stock	Sale	$41,817	-45,159	-6.4%	$0.9260	659,644	18 Feb 2026	Direct	F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CDLX	Restricted Stock Units	Options Exercise	$0	-125,000	-50%	$0.000000	125,000	16 Feb 2026	Common Stock	125,000		Direct	F1, F5
transaction	CDLX	Restricted Stock Units	Options Exercise	$0	-125,000	-50%	$0.000000	125,000	16 Feb 2026	Common Stock	125,000		Direct	F1, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Shares were sold solely to satisfy tax withholding obligations that resulted from the delivery of shares of common stock for RSUs that vested on February 16, 2026. The Reporting Person did not sell shares for any other purpose.
F3	The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.833 to $0.934, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (3) and (4) in this Form 4.
F4	The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.900 to $0.956, inclusive.
F5	The RSU award is for 500,000 shares that were granted on August 21, 2024. The RSUs will vest and have vested in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.
F6	The RSU award is for 500,000 shares that were granted on January 29, 2025. The RSUs will vest in four installments over a period of 24 months following August 16, 2024, the date the Reporting Person assumed the role of Chief Executive Officer, with 25% of the RSUs vesting on each of the six-, twelve-, eighteen- and twenty-four-month anniversaries, provided that the Reporting Person remains employed by the Issuer on such vesting date.