NerdWallet CEO reports RSU tax share withholding

NerdWallet, Inc. Chief Executive Officer Tim Chao-Ming Chen reported a routine tax-withholding transaction related to equity compensation.

Rhea-AI Filing Summary

NerdWallet, Inc. Chief Executive Officer Tim Chao-Ming Chen reported a routine tax-withholding transaction related to equity compensation. On the vesting of Restricted Stock Units, 15,309 shares of Class A Common Stock were withheld by NerdWallet at $8.75 per share to satisfy tax obligations. Following this non-market disposition, Chen directly holds 546,883 shares, which include 45,710 RSUs payable solely in Class A Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 15,309 shares

Exercise Price or Tax Liability 1 txn

Insider Chen Tim Chao-Ming

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	15,309	$8.75	$134K

Holdings After Transaction: Class A Common Stock — 546,883 shares (Direct)

Footnotes (2)

1. F1. Shares withheld by the Issuer to satisfy tax withholding obligation due to vesting of Restricted Stock Units ("RSUs").
2. F2. Includes 45,710 RSUs payable solely in the Class A Common Stock of the Issuer.

Key Figures

Shares withheld for taxes: 15,309 shares Withholding price per share: $8.75 per share Shares held after transaction: 546,883 shares +1 more

4 metrics

Shares withheld for taxes 15,309 shares Tax withholding on RSU vesting

Withholding price per share $8.75 per share Value used for tax withholding

Shares held after transaction 546,883 shares Direct holdings following tax-withholding disposition

RSUs included in holdings 45,710 RSUs Payable solely in Class A Common Stock

Key Terms

Restricted Stock Units ("RSUs"), tax withholding obligation, Class A Common Stock

3 terms

Restricted Stock Units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligation financial

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

Class A Common Stock financial

"Includes 45,710 RSUs payable solely in the Class A Common Stock of the Issuer."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NerdWallet (NRDS) CEO Tim Chen report?

Tim Chen reported a tax-related share withholding, not an open-market trade. NerdWallet withheld 15,309 Class A shares when his Restricted Stock Units vested, using those shares at $8.75 each to cover his tax obligation on the equity award.

Did the NerdWallet (NRDS) CEO sell shares in this Form 4 filing?

The filing shows no open-market sale by the CEO. Instead, 15,309 Class A shares were withheld by NerdWallet to satisfy taxes due on vesting Restricted Stock Units, a common administrative process for equity compensation rather than a discretionary stock sale.

How many NerdWallet (NRDS) shares were affected and at what price?

A total of 15,309 Class A Common Stock shares were withheld at $8.75 per share. These shares were used to cover Tim Chen’s tax withholding obligation tied to the vesting of his Restricted Stock Units, according to the Form 4 disclosure and footnotes.

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

After the tax-withholding transaction, Tim Chen directly holds 546,883 shares. This figure includes 45,710 Restricted Stock Units that are payable solely in NerdWallet Class A Common Stock, as specified in the Form 4 footnotes describing his remaining equity position.

What are RSUs in the context of NerdWallet (NRDS) insider compensation?

Restricted Stock Units (RSUs) are share-based awards that vest over time. For NerdWallet’s CEO, the filing notes 45,710 RSUs payable solely in Class A Common Stock, and the tax withholding arose when some of these RSUs vested and converted into shares.

Is the NerdWallet (NRDS) CEO’s Form 4 transaction a routine equity event?

Yes, the described transaction is routine. It reflects shares withheld by NerdWallet to pay taxes owed when Restricted Stock Units vested, rather than an elective purchase or sale in the market, making it a standard administrative step in equity compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 05:27 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 ARIZONA 85251

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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	06/01/2026		F		15,309(1)	D	$8.75	546,883(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 45,710 RSUs payable solely in the Class A Common Stock of the Issuer.

Remarks:

	/s/ Bridgett Gatewood, Attorney-In-Fact for Tim Chao-Ming Chen	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)