NerdWallet CBO maintains 1M+ shares after routine RSU tax settlement

Rhea-AI Filing Summary

NerdWallet (NRDS) Form 4: On 11 Jul 2025 Chief Business Officer Samuel Yount satisfied tax withholding related to vested RSUs. The company withheld 201,544 Class A shares (Transaction Code F) at an assigned price of $10.59 per share. No open-market sale or purchase occurred.

Post-transaction, Yount’s direct beneficial ownership stands at 445,697 Class A shares, which includes 138,438 unvested RSUs. He also holds 401,751 shares via family trusts and 201,051 shares through an LLC, bringing total beneficial ownership to roughly 1.05 million shares.

The filing reflects routine equity-compensation tax settlement; it neither signals insider sentiment nor alters derivative exposure. No other material transactions or derivative activities were reported.

Insights

Securities Analyst

TL;DR: Routine tax withholding; insider retains >1 M shares, no open-market selling—neutral signal.

The F-code indicates the shares were surrendered to the issuer to cover withholding taxes on RSU vesting, not sold into the market. Yount’s aggregate stake remains significant (~1.05 M shares), maintaining alignment with shareholders. Given NerdWallet’s ~70 M share float, the 201 K share withholding is immaterial (<0.3%). With no discretionary sales or new derivative positions, the filing has negligible impact on supply-demand dynamics or insider sentiment readings.

Corporate Governance Expert

TL;DR: Standard Section 16 compliance; no governance red flags detected.

The timely Form 4 shows proper disclosure practice. Tax-withholding settlements are common for performance-based equity awards and do not indicate intent to exit. Yount’s remaining unvested RSUs (138 K) reinforce long-term incentive alignment. No clustered insider selling pattern is evident, so corporate governance risk remains unchanged.

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

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

YOUNT SAMUEL

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		F		201,544(1)	D	$10.59	445,697(2)	D
Class A Common Stock								401,751	I	By Trusts
Class A Common Stock								201,051	I	By LLC

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 138,438 RSUs payable solely in the Class A Common Stock of the Issuer.

Remarks:

	/s/ Kathy Lee, Attorney-in-Fact for Samuel Yount	07/15/2025
	** 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

How many NerdWallet (NRDS) shares did Samuel Yount dispose of on 11 Jul 2025?

The filing shows 201,544 Class A shares were surrendered to cover tax withholding obligations.

What is Samuel Yount’s total beneficial ownership after the transaction?

Yount now holds 445,697 shares directly and 602,802 shares indirectly, totaling roughly 1.05 million shares.

Was this an open-market sale of NRDS stock?

No. The transaction code “F” indicates shares were withheld by the issuer for taxes, not sold in the market.

Did the Form 4 report any new options or derivative securities?

No. Table II shows no derivative securities were acquired or disposed of.

What portion of Yount’s direct holdings are still unvested RSUs?

The filing notes 138,438 RSUs remain unvested within his direct share count.