Tax withholding trims NerdWallet (NASDAQ: NRDS) CEO share stake

Rhea-AI Filing Summary

NerdWallet, Inc. director and Chief Executive Officer Tim Chao-Ming Chen reported a tax-related share disposition. On March 2, 2026, the issuer withheld 11,095 shares of Class A Common Stock at $11.08 per share to satisfy tax obligations from vesting restricted stock units. After this withholding, Chen directly owned 562,192 shares, and the holdings include 75,915 RSUs payable solely in Class A Common Stock.

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

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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)
03/02/2026

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	03/02/2026		F		11,095(1)	D	$11.08	562,192(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 vesting of Restricted Stock Units ("RSUs").

2. Includes 75,915 RSUs payable solely in Class A Common Stock of the Issuer.

Remarks:

	/s/ Mary Nuttall, Attorney-in-Fact for Tim Chao-Ming Chen	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NerdWallet (NRDS) report for its CEO?

NerdWallet reported a tax-withholding disposition by CEO Tim Chao-Ming Chen. On March 2, 2026, the company withheld 11,095 Class A shares to cover taxes due on vesting restricted stock units, rather than an open-market sale.

How many NerdWallet (NRDS) shares were involved in the CEO’s Form 4 filing?

The Form 4 shows 11,095 shares of NerdWallet Class A Common Stock were withheld. These shares were used to satisfy tax withholding obligations triggered by vesting restricted stock units, according to the filing’s transaction code F and related explanatory footnote.

Was the NerdWallet (NRDS) CEO’s Form 4 transaction an open-market sale?

The transaction was not an open-market sale. It is classified with code F as a tax-withholding disposition, where shares are delivered to the issuer to pay taxes arising from the vesting of restricted stock units rather than being sold to public market buyers.

How many NerdWallet (NRDS) shares does the CEO hold after this transaction?

After the tax-withholding disposition, Tim Chao-Ming Chen directly owned 562,192 shares of NerdWallet Class A Common Stock. The filing also notes that his holdings include 75,915 restricted stock units payable solely in Class A Common Stock of NerdWallet.

What does the 75,915 RSUs figure mean in the NerdWallet (NRDS) Form 4?

The 75,915 RSUs represent restricted stock units held by the CEO that will be settled only in NerdWallet Class A Common Stock. They are not yet regular shares but will convert into Class A shares as they vest over time, according to the filing footnote.