Form 4: NerdWallet CEO Chen Gifts Millions in Class B Stock

NerdWallet CEO Tim Chao-Ming Chen reported gifting millions of Class B common stock shares to various trusts on November 24, 2025.

Summary

• Tim Chao-Ming Chen, Chief Executive Officer, Director, and 10% owner of NerdWallet, Inc. (NRDS), reported transactions on November 24, 2025.
• Chen disposed of a total of 7,482,774 shares of Class B Common Stock through gifts (Transaction Code 'G').
• The dispositions were made to three different trusts: 3,741,387 shares to The Seed Investor 2022 Annuity Trust, 2,740,027 shares to The Tim Chen Revocable Trust, and 1,001,360 shares to The Seed Investor Irrevocable Remainder Trust II.
• Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock of NerdWallet, Inc. and has no expiration date.
• Following these transactions, Chen indirectly beneficially owns 19,380,838 shares through The Tim Chen Revocable Trust and 3,640,481 shares through The Seed Investor Irrevocable Remainder Trust II.
• Chen retains investment control over shares held by The Seed Investor 2022 Annuity Trust (though the reported beneficial ownership after transaction is 0 for this specific entry) and serves as the trustee for The Tim Chen Revocable Trust.

Sentiment

Score: 5

Explanation: A Form 4 reports insider transactions, which are generally neutral unless they indicate a significant shift in confidence. Gifting shares is typically for estate planning and does not directly reflect on company performance or future prospects.

Positives

• NA

Negatives

• A significant disposition of 7,482,774 Class B Common Stock shares by the CEO, even if for estate planning, represents a reduction in direct beneficial ownership.

Risks

• No specific risks related to company operations or financial health were disclosed in this Form 4 filing.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding NerdWallet, Inc.'s future outlook.

Industry Context

This insider transaction report (Form 4) provides details on a change in beneficial ownership by a key executive and does not offer insights into broader industry trends or competitive landscape.

Related Party Transactions

• The disposition of shares was made to trusts (The Seed Investor 2022 Annuity Trust, The Tim Chen Revocable Trust, The Seed Investor Irrevocable Remainder Trust II) where members of the reporting person's immediate family are beneficiaries or for which the reporting person serves as trustee, indicating related party dealings.

Stakeholder Impact

• Shareholders: The transaction represents a change in the indirect ownership structure of a significant insider, but does not directly impact the company's operational performance or financial health.
• Management: The CEO's personal estate planning is reflected in the change of beneficial ownership.

Key Dates

Keywords

NerdWallet, NRDS, Tim Chen, Insider Transaction, Form 4, Stock Gift, Class B Common Stock, Executive Ownership, Trust Transfer