11/26/2025 | Press release | Distributed by Public on 11/26/2025 19:54
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Class B Common Stock | (1) | 11/24/2025 | G | 3,741,387 | (1) | (2) | Class A Common Stock | 3,741,387 | $ 0 | 0 | I | The Seed Investor 2022 Annuity Trust(3) | |||
| Class B Common Stock | (1) | 11/24/2025 | G | 2,740,027 | (1) | (2) | Class A Common Stock | 2,740,027 | $ 0 | 19,380,838 | I | By The Tim Chen Revocable Trust(4) | |||
| Class B Common Stock | (1) | 11/24/2025 | G | 1,001,360 | (1) | (2) | Class B Common Stock | 1,001,360 | $ 0 | 3,640,481 | I | By The Seed Investor Irrevocable Remainder Trust II(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Chen Tim Chao-Ming C/O NERDWALLET, INC. 4150 N. DRINKWATER BLVD. , SUITE 200 SCOTTSDALE, AZ 85251 |
X | X | Chief Executive Officer | |
| /s/ Mary Nuttall, Attorney-in-Fact for Tim Chao-Ming Chen | 11/26/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock of the Issuer. |
| (2) | The Class B Common Stock has no expiration date. |
| (3) | Trust of which members of the Reporting Person's immediate family are beneficiaries. The Reporting Person has investment control over the shares held by the trust. |
| (4) | These shares are held by The Tim Chen Revocable Trust u/a/d 3/11/2016, for which the Reporting Person serves as the trustee. |