Topline Capital trims NerdWallet (NRDS) stake with 1,961,860-share sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NERDWALLET, INC. insider reporting entities tied to Topline Capital Management, LLC disclosed a series of indirect open-market sales of common stock by Topline Capital Partners, LP. Across three days in late June, the fund sold a total of 1,961,860 shares at per-share prices of $8.95, $9.22, and $9.27. After these transactions, 3,289,285 NerdWallet shares remained beneficially owned indirectly through the fund. The reporting persons state they may be deemed greater-than-10% beneficial owners but disclaim beneficial ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,961,860 shares ($17,862,921)
Net Sell
3 txns
Insider
Topline Capital Management, LLC, McBirney Collin
Role
null | null
Sold
1,961,860 shs ($17.86M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 454,872 | $9.27 | $4.22M |
| Sale | Common Stock | 587,835 | $9.22 | $5.42M |
| Sale | Common Stock | 919,153 | $8.95 | $8.23M |
Holdings After Transaction:
Common Stock — 3,289,285 shares (Indirect, By Topline Capital Partners, LP)
Footnotes (1)
- The reporting persons are (i) Topline Capital Management, LLC, a registered investment adviser (TCM) and (ii) Collin McBirney, TCMs managing member Each reporting person may be deemed to beneficially own more than 10% of the issuers outstanding shares of common stock. Each reporting person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. The shares of common stock reported in Table I on this Form 4 are beneficially owned by Topline Capital Partners, LP, a Delaware limited partnership (the Fund). As a greater than 10% beneficial owner, the Fund is separately reporting its holdings in the issuers securities on a Form 4 filed concurrently herewith. Each of TCM, as the investment manager and general partner of the Fund, and Mr. McBirney, as managing member of TCM, may be deemed to be the beneficial owner of the shares of common stock beneficially owned by the Fund.
Key Figures
Total shares sold: 1,961,860 shares
Shares sold on 2026-06-26: 919,153 shares at $8.95/share
Shares sold on 2026-06-29: 587,835 shares at $9.22/share
+3 more
6 metrics
Total shares sold
1,961,860 shares
Aggregate open-market sales in late June
Shares sold on 2026-06-26
919,153 shares at $8.95/share
Open-market sale, indirect ownership
Shares sold on 2026-06-29
587,835 shares at $9.22/share
Open-market sale, indirect ownership
Shares sold on 2026-06-30
454,872 shares at $9.27/share
Open-market sale, indirect ownership
Shares held after transactions
3,289,285 shares
Indirectly beneficially owned by Topline Capital Partners, LP
Net share change
-1,961,860 shares
Net-sell direction from transaction summary
Key Terms
open-market sale, beneficial owner, pecuniary interest, registered investment adviser, +1 more
5 terms
open-market sale financial
"transaction_action: open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
beneficial owner financial
"may be deemed to beneficially own more than 10% of the issuers outstanding shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of its or his pecuniary interest therein"
registered investment adviser financial
"Topline Capital Management, LLC, a registered investment adviser (TCM)"
A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.
Section 16 regulatory
"beneficial owner of such shares for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider activity did NRDS disclose in this Form 4?
NERDWALLET, INC. disclosed indirect open-market sales of common stock by Topline Capital Partners, LP totaling 1,961,860 shares. These transactions were reported by Topline Capital Management, LLC and its managing member, reflecting changes in a large shareholder’s position.
What is Topline Capital Partners LP’s remaining NRDS position after the sales?
After the reported transactions, Topline Capital Partners, LP beneficially owned 3,289,285 NerdWallet common shares. These holdings are reported as indirect ownership for Topline Capital Management, LLC and its managing member, reflecting their economic interest through the fund structure.
Who are the reporting persons in the NRDS Form 4?
The reporting persons are Topline Capital Management, LLC, a registered investment adviser, and Collin McBirney, its managing member. They report transactions in shares beneficially owned by Topline Capital Partners, LP, while disclaiming beneficial ownership beyond their pecuniary interests.