Sec Form 4 Filing - Lynton Nicholas Hollmeyer @ Cardlytics, Inc. - 2024-01-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lynton Nicholas Hollmeyer 2. Issuer Name and Ticker or Trading Symbol Cardlytics, Inc. [ CDLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal & Privacy Officer (Last) (First) (Middle) 675 PONCE DE LEON AVENUE NE, SUITE 4100 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (Street) ATLANTA, GA30308 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/01/2024 M 25,000 A 69,310 D Common Stock 01/01/2024 M 1,578 A 70,888 D Common Stock 01/01/2024 M 581 A 71,469 D Common Stock 01/03/2024 S 15,620 ( 2 ) D $ 7.77 ( 3 ) 55,849 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Dire ct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 1 ) 01/01/2024 M 25,000 ( 4 ) ( 4 ) Common Stock 25,000 $ 0 25,000 D Restricted Stock Unit ( 1 ) 01/01/2024 M 1,578 ( 5 ) ( 5 ) Common Stock 1,578 $ 0 15,780 D Restricted Stock Unit ( 1 ) 01/01/2024 M 581 ( 6 ) ( 6 ) Common Stock 581 $ 0 5,231 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lynton Nicholas Hollmeyer 675 PONCE DE LEON AVENUE NE SUITE 4100 ATLANTA, GA30308 Chief Legal & Privacy Officer Signatures /s/ Nick Lynton, Attorney-in-Fact 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer. ( 2 )Shares sold to satisfy withholding tax obligations upon the delivery of shares of common stock for RSUs that vested on January 1, 2024. ( 3 )The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $7.50 to $8.3825, 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 footnote (3). ( 4 )This RSU award was originally for 100,000 shares. 25% of the RSUs award vested on each of July 1, 2023, October 1, 2023 and January 1, 2024. An additional 25% of the RSU award shall vest on April 1, 2024, subject to the Reporting Person's continuous service with the Issuer through the vesting date. ( 5 )This RSU award was originally for 38,222 shares. Twenty-five percent (25%) of the shares under this award vested on July 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date. ( 6 )The RSU award was originally for 9,299 shares. Twenty-five percent (25%) of the shares under this award vested on April 1, 2023, with the remaining 75% vesting quarterly over the subsequent three years in equal amounts thereafter provided the Reporting Person continuously provides service to the Issuer through the vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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