Cardlytics, Inc. — Director's Dealing 2026

Feb 19, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cardlytics, Inc. (CDLX)
CIK: 0001666071
Period of Report: 2026-02-16

Reporting Person: Gupta Amit (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-16	Common Stock	M	125000	—	Acquired	631852	Direct
2026-02-16	Common Stock	M	125000	—	Acquired	756852	Direct
2026-02-17	Common Stock	S	52049	$0.902	Disposed	704803	Direct
2026-02-18	Common Stock	S	45159	$0.926	Disposed	659644	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-02-16	Restricted Stock Units	$	M	125000	Disposed		Common Stock (125000)	Direct
2026-02-16	Restricted Stock Units	$	M	125000	Disposed		Common Stock (125000)	Direct

Footnotes

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.