Form 4: Cardlytics CEO Amit Gupta Executes Stock Sales to Cover Tax Obligations After RSU Vesting

Cardlytics CEO Amit Gupta sold shares of common stock to cover tax obligations resulting from the vesting of restricted stock units (RSUs).

Summary

• Amit Gupta, CEO of Cardlytics, Inc., executed transactions involving the company's common stock.
• On February 16, 2025, Gupta exercised restricted stock units (RSUs), converting them into 125,000 shares of common stock each from two separate grants.
• Following these transactions, Gupta directly owns 465,494 shares of Cardlytics common stock.
• On February 18 and 19, 2025, Gupta sold 46,857 and 54,565 shares, respectively, at weighted average prices of $3.398 and $3.179.
• These sales were solely to cover tax withholding obligations related to the RSU vesting.
• After the sales, Gupta directly owns 364,072 shares of Cardlytics common stock.
• The RSUs were granted on August 21, 2024, and January 29, 2025, and vest in quarterly installments over 24 months from August 16, 2024, contingent on Gupta's continued employment.

Sentiment

Score: 5

Explanation: The document is a standard SEC filing detailing stock transactions by the CEO. It doesn't inherently convey positive or negative sentiment, as it's a routine disclosure.

Industry Context

Form 4 filings are standard practice and provide transparency into the transactions of company insiders, allowing investors to track executive compensation and potential alignment with shareholder interests. These filings are a routine part of corporate governance.

Comparison to Industry Standards

• Executive compensation packages often include RSUs as a way to align management's interests with those of shareholders.
• The vesting schedules described are typical for RSU grants, with vesting occurring over a period of several years contingent on continued employment.
• Selling shares to cover tax obligations upon vesting is a common practice among executives receiving equity compensation.

Stakeholder Impact

• The stock sales could have a minor impact on shareholders due to the increased supply of shares in the market, but the impact is likely minimal given the stated reason for the sales (tax obligations).
• The vesting of RSUs and subsequent stock sales are part of the CEO's compensation package, impacting his personal financial situation.

Key Dates

Keywords

Cardlytics, Amit Gupta, CDLX, Form 4, SEC Filing, Stock Sale, RSU, Restricted Stock Units, Insider Trading, Beneficial Ownership