NRDS Insider Filing: CEO Retains 588,596 Shares, 136,327 RSUs Outstanding

Rhea-AI Filing Summary

Tim Chao-Ming Chen, who serves as Chief Executive Officer, Director and a reported 10% owner of NerdWallet, Inc. (NRDS), reported transactions on a Form 4 dated 09/02/2025. The filing shows 15,310 shares of Class A Common Stock were disposed of under transaction code F at a price of $10.26 per share. The report states those shares were withheld by the issuer to satisfy tax withholding related to the vesting of restricted stock units (RSUs). After the reported transactions, Mr. Chen beneficially owns 588,596 shares, which include 136,327 RSUs payable solely in Class A Common Stock. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Chen on 09/04/2025.

Positive

• Substantial retained ownership: Reporting person continues to beneficially own 588,596 shares, reflecting significant alignment with shareholders
• Transparency on compensation settlement: Filing explicitly states shares were withheld to satisfy tax obligations from RSU vesting

Negative

• Disposition recorded: 15,310 Class A shares were disposed of at $10.26 per share (withheld for taxes)
• Material portion of RSUs subject to future issuance: 136,327 RSUs payable solely in Class A Common Stock remain outstanding and may dilute over time

Insights

Securities Analyst

TL;DR: A routine tax-withholding disposition following RSU vesting; sizable residual ownership remains.

The Form 4 shows a disposition of 15,310 Class A shares at $10.26 identified as withheld to satisfy tax obligations from RSU vesting rather than an open-market sale decision by the reporting person. This mechanism is common when companies settle equity compensation and typically has limited informational content about changes in insider sentiment. The filing also discloses substantial remaining beneficial ownership of 588,596 shares, including 136,327 RSUs payable in Class A stock, which maintains the insider's economic alignment with shareholders.

Corporate Governance Expert

TL;DR: Administrative equity settlement reported; no direct governance change or departure indicated.

The disclosure indicates the transaction code and an explanation that shares were withheld for tax withholding on vested RSUs. There is no indication of resignation, change in officer status, or additional derivative activity. From a governance standpoint this is a routine reporting item documenting compensation settlement and does not itself signal a governance or control shift.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chen Tim Chao-Ming

(Last) (First) (Middle)

C/O NERDWALLET, INC.

4150 N. DRINKWATER BLVD. , SUITE 200

(Street)

SCOTTSDALE AZ 85251

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NERDWALLET, INC. [ NRDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common Stock	09/02/2025		F		15,310(1)	D	$10.26	588,596(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (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

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy tax withholding obligation due to the vesting of Restricted Stock Units ("RSUs").

2. Includes 136,327 RSUs payable solely in the Class A Common Stock of the Issuer.

Remarks:

	/s/ Bridgett Gatewood, Attorney-In-Fact for Tim Chao-Ming Chen	09/04/2025
	** Signature of Reporting Person	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did the NerdWallet (NRDS) Form 4 report for Tim Chao-Ming Chen?

The Form 4 reports a disposition of 15,310 Class A shares on 09/02/2025 at a price of $10.26 per share, identified as shares withheld to satisfy tax withholding from RSU vesting.

How many NerdWallet (NRDS) shares does Tim Chao-Ming Chen beneficially own after the reported transaction?

After the reported transaction, Mr. Chen beneficially owns 588,596 shares, which includes 136,327 RSUs payable solely in Class A Common Stock.

Was the reported transaction an open-market sale or related to equity compensation?

The filing explains the 15,310-share disposition was due to shares withheld by the issuer to satisfy tax withholding related to the vesting of restricted stock units, not an open-market discretionary sale.

Who signed the Form 4 for Tim Chao-Ming Chen and when?

The Form 4 was signed by Bridgett Gatewood, Attorney-In-Fact for Tim Chao-Ming Chen on 09/04/2025.