NerdWallet (NRDS) CRO sees 1,572 shares withheld for tax on RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NERDWALLET, INC. Chief Revenue Officer Sam Brian Mischner reported a tax-related share disposition tied to equity compensation. On the vesting of Restricted Stock Units, 1,572 shares of Class A Common Stock were withheld by the company to cover tax obligations. After this withholding, Mischner directly holds 249,725 shares, including 245,653 RSUs payable in Class A Common Stock, so the withheld amount represents only a small portion of his total equity position.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mischner Sam Brian

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	1,572	$8.75	$14K

Holdings After Transaction: Class A Common Stock — 249,725 shares (Direct, null)

Footnotes (1)

Shares withheld by the Issuer to satisfy tax withholding obligation due to vesting of Restricted Stock Units ("RSUs"). Includes 245,653 RSUs payable solely in the Class A Common Stock of the Issuer.

Key Figures

Shares withheld for taxes: 1,572 shares Price per share for withholding: $8.75 per share Shares held after transaction: 249,725 shares +1 more

4 metrics

Shares withheld for taxes 1,572 shares Class A Common Stock withheld to satisfy tax withholding obligation on RSU vesting

Price per share for withholding $8.75 per share Value used for 1,572 withheld Class A shares

Shares held after transaction 249,725 shares Total direct holdings of Class A Common Stock following tax-withholding disposition

RSUs included in holdings 245,653 RSUs RSUs payable solely in Class A Common Stock included in reported holdings

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 245,653 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.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 07:57 PM

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^*

Mischner Sam Brian

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		F		1,572⁽¹⁾	D	$8.75	249,725⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

2. Includes 245,653 RSUs payable solely in the Class A Common Stock of the Issuer.

Remarks:

	/s/ Bridgett Gatewood, Attorney-in-Fact for Sam Brian Mischner	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NerdWallet (NRDS) report for Sam Brian Mischner?

NerdWallet reported that Chief Revenue Officer Sam Brian Mischner had 1,572 Class A shares withheld to cover taxes on Restricted Stock Unit vesting. This was a tax-withholding disposition, not an open-market stock sale, and reflects routine handling of equity compensation.

How many NerdWallet (NRDS) shares were withheld for taxes in this Form 4?

The filing shows 1,572 shares of NerdWallet Class A Common Stock were withheld to satisfy tax withholding obligations. These shares relate to the vesting of Restricted Stock Units and were retained by the issuer rather than sold in the open market.

What are Sam Brian Mischner’s NerdWallet (NRDS) holdings after this transaction?

After the tax-withholding transaction, Sam Brian Mischner directly holds 249,725 NerdWallet Class A shares. This total includes 245,653 Restricted Stock Units that are payable solely in Class A Common Stock, indicating a substantial remaining equity position after the withholding.

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

No, the transaction was not an open-market sale. The Form 4 describes a tax-withholding disposition where 1,572 shares were withheld by NerdWallet to cover taxes due on RSU vesting, a common administrative step for equity compensation.

What do the RSUs mentioned in the NerdWallet (NRDS) Form 4 represent?

The Form 4 notes 245,653 Restricted Stock Units that are payable solely in NerdWallet Class A Common Stock. RSUs are share-based awards that convert into stock upon vesting, and here they form most of Sam Brian Mischner’s reported equity position.