NerdWallet Insider Filing: 2,511 Shares Withheld on RSU Vesting

Rhea-AI Filing Summary

Nicholas Tatum, Chief Accounting Officer of NerdWallet, Inc. (NRDS), reported a transaction dated 09/02/2025 related to vested restricted stock units. The filing shows 2,511 shares of Class A common stock were disposed (transaction code F) at a price of $10.26 per share; the filing explains these shares were withheld by the issuer to satisfy tax withholding on RSU vesting. After the withholding, Mr. Tatum beneficially owned 72,292 shares of Class A common stock, which includes 47,234 RSUs payable solely in Class A shares.

The Form 4 was signed on behalf of Mr. Tatum by an attorney-in-fact on 09/04/2025. The disclosure is a routine insider tax-withholding transaction tied to equity compensation and does not itself report a voluntary sale for liquidity.

Positive

• Insider retains meaningful stake: 72,292 shares beneficially owned after the transaction, indicating ongoing alignment with shareholders.
• Transaction is administrative: 2,511 shares were withheld to satisfy tax withholding on RSU vesting, not a voluntary open-market sale.
• Disclosure includes RSU detail: Filing specifies 47,234 RSUs payable solely in Class A common stock, offering clarity on compensation instruments.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting; maintains significant insider alignment with shareholders.

The Form 4 documents a standard process where 2,511 shares were withheld to cover tax obligations arising from RSU vesting. Retaining 72,292 shares, including 47,234 RSUs payable in Class A stock, indicates ongoing equity-based alignment between the officer and the company. This transaction appears administrative rather than a discretionary sale and is consistent with typical executive compensation settlement practices.

Securities Analyst

TL;DR: Administrative disposition tied to compensation; limited immediate market impact.

The coded disposition (F) and the explanatory note confirm the 2,511-share reduction was a tax-withholding action at $10.26 per share following RSU vesting. Because the transaction is not a market sale, it likely has minimal informational value for investors regarding insider sentiment. The reported post-transaction beneficial ownership figure provides a clear view of the officer's remaining economic interest in NRDS.

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^*

Tatum Nicholas

(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 Accounting 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		2,511(1)	D	$10.26	72,292(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 47,234 RSUs payable solely in the Class A Common Stock of the Issuer.

Remarks:

	/s/ Bridgett Gatewood, Attorney-In-Fact for Nicholas Tatum	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 did NRDS insider Nicholas Tatum report on Form 4?

He reported that 2,511 shares of Class A common stock were withheld to satisfy tax withholding related to RSU vesting; post-transaction beneficial ownership is 72,292 shares.

When was the transaction executed and filed for NRDS Form 4?

The transaction date is 09/02/2025 and the Form 4 shows a signature date of 09/04/2025 by the attorney-in-fact.

What does transaction code F mean on this Form 4?

In this filing, code F corresponds to shares withheld by the issuer to satisfy tax withholding obligations due to RSU vesting, as explained in the form.

How many RSUs are included in Nicholas Tatum’s reported holdings?

The filing states it includes 47,234 RSUs payable solely in Class A common stock of the issuer.

Did Nicholas Tatum conduct an open-market sale of NRDS shares?

No; the filing indicates the 2,511-share disposition was for tax withholding on RSU vesting, not a voluntary open-market sale.