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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0000921895-23-001570 0001697591 XXXXXXXX LIVE 6 Common Stock, par value $0.0001 08/19/2025 true 0001666071 14161W105 Cardlytics, Inc. 675 PONCE DE LEON AVENUE, NE SUITE 4100 ATLANTA GA 30308 CLIFFORD SOSIN (212) 804-7660 CAS INVESTMENT PARTNERS, LLC 8 Wright Street, Suite 107 Westport CT 06880 0001697591 N CAS Investment Partners, LLC AF N DE 0.00 5198067.00 0.00 5198067.00 5198067.00 N 9.8 IA OO Y SOSIN MASTER, LP WC N DE 0.00 3198584.00 0.00 3198584.00 3198584.00 N 6.0 PN Y CSWR PARTNERS, LP WC N DE 0.00 1999483.00 0.00 1999483.00 1999483.00 N 3.8 PN Y SOSIN LLC AF N DE 0.00 5198067.00 0.00 5198067.00 5198067.00 N 9.8 OO 0001697919 N SOSIN CLIFFORD AF N X1 0.00 5198067.00 0.00 5198067.00 5198067.00 N 9.8 IN Common Stock, par value $0.0001 Cardlytics, Inc. 675 PONCE DE LEON AVENUE, NE SUITE 4100 ATLANTA GA 30308 Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Sosin Master and CSWR were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 3,198,584 Shares directly beneficially owned by Sosin Master is approximately $88,620,705, including brokerage commissions. The aggregate purchase price of the 1,999,483 Shares directly beneficially owned by CSWR is approximately $65,026,672, including brokerage commissions. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 53,236,901 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. A. Sosin Master As of the close of business on August 19, 2025, Sosin Master directly beneficially owned 3,198,584 Shares. Percentage: Approximately 6.0% B. CSWR As of the close of business on August 19, 2025, CSWR directly beneficially owned 1,999,483 Shares. Percentage: Approximately 3.8% C. CAS Investment As the investment manager of Sosin Master and CSWR, CAS Investment may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8% D. Sosin LLC Sosin LLC, as the general partner of Sosin Master and CSWR, may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8% E. Mr. Sosin Mr. Sosin, as the managing member of CAS Investment, may be deemed the beneficial owner of the (i) 3,198,584 Shares owned by Sosin Master and (ii) 1,999,483 Shares owned by CSWR. Percentage: Approximately 9.8% Item 5(b) is hereby amended and restated to read as follows: A. Sosin Master 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 3,198,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 3,198,584 B. CSWR 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,999,483 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,999,483 C. CAS Investment 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,198,067 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,198,067 D. Sosin LLC 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,198,067 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,198,067 E. Mr. Sosin 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,198,067 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,198,067 Item 5(c) is hereby amended and restated to read as follows: A. Sosin Master The open market transactions in the Shares by Sosin Master during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. Effective June 30, 2025, Sosin Master engaged in a pro rata distribution of 15,855 Shares to its partners for no consideration. B. CSWR The open market transactions in the Shares by CSWR during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. C. CAS Investment CAS Investment has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days. D. Sosin LLC Sosin LLC has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days. E. Mr. Sosin Mr. Sosin has not entered into any transactions in the Shares during the past sixty days. Reference is made to Items 5(c)(A) and (B) for a description of the transactions in the securities of the Issuer on behalf of Sosin Master and CSWR during the past sixty days. Item 6 is hereby amended to add the following: On June 30, 2025, Sosin Master engaged in a pro rata distribution of $57,000 of the Notes to its partners for no consideration. Accordingly, Sosin Master directly holds $13,741,366 principal amount of the Notes and CSWR directly holds $7,501,634 principal amount of the Notes. As the Issuer has the option, at its sole discretion, to settle conversions of the Notes in cash, Shares or a combination of cash and Shares, the Reporting Persons are not deemed to be beneficial owners of any Shares underlying the Notes as the Reporting Persons do not have the right to acquire such underlying Shares. 1 - Transactions in Securities CAS Investment Partners, LLC /s/ Clifford Sosin Clifford Sosin, Managing Member 08/20/2025 SOSIN MASTER, LP /s/ Clifford Sosin Clifford Sosin, Managing Member of CAS Investment Partners, LLC, Investment Adviser of Sosin Master, LP 08/20/2025 CSWR PARTNERS, LP /s/ Clifford Sosin Clifford Sosin, Managing Member of CAS Investment Partners, LLC, Investment Adviser of CSWR Partners, LP 08/20/2025 SOSIN LLC /s/ Clifford Sosin Clifford Sosin, Managing Member of CAS Investment Partners, LLC, Investment Adviser of Sosin Master, LP and CSWR Partners, LP 08/20/2025 SOSIN CLIFFORD /s/ Clifford Sosin Clifford Sosin 08/20/2025