SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
 
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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 AZ 85251

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2026
3. Issuer Name and Ticker or Trading Symbol
NERDWALLET, INC. [ NRDS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
Chief Revenue Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 251,297(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) (2) 06/29/2035 Class A Common Stock 321,986 10.97 D
Employee Stock Options (right to buy) (3) 03/17/2036 Class A Common Stock 180,608 10.18 D
Explanation of Responses:
1. Represents Restricted Stock Units payable solely in Class A Common Stock of the Issuer.
2. 25% of the shares subject to the option vest on the first anniversary measured from 6/30/25 the vesting commencement date ("VCD") and 1/48th of the total number of shares subject to the option vest monthly thereafter, such that 100% of the Shares subject to the option will be fully vested and exercisable on the fourth anniversary of the VCD, subject to Reporting Person's continuous service as of each vesting date.
3. 25% of the shares subject to the option vest on the first anniversary measured from 3/18/26 the VCD and 1/48th of the total number of shares subject to the option vest monthly thereafter, such that 100% of the Shares subject to the option will be fully vested and exercisable on the fourth anniversary of the VCD, subject to Reporting Person's continuous service as of each vesting date
Remarks:
/s/ Mary Nuttall, Attorney-in-Fact for Sam Brian Mischner 04/03/2026
** 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 5 (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.
poamischner
POWER OF ATTORNEY Know all by Lhese presents. that the undersigne.d hereby constitutes and appoints each of the following employees of Nerd Wallet, Inc. (the '·Comp/111)'"}: E. M. Lysonge Chief Legal Ofliccr. Kimberly Kane Deputy General Counsel, Caitlin Koseck Corporate Counsel. Mary Nuttall Sr . Paralegal, Bridgett Gatewood Director of Legal Operations & Risk Management. and Steve Hwang Sr. Director offinancial Repo11ing, signing individually, the undersigned's true and lawful attorneys-in fact and agcms 10: (I} exccrne for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or greater than JO% swckholder of the Company. Forms 3. 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934. as amended and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execme any such Fonns 3. 4 or 5 (including any amendments thereto) and timely tile such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with lhe foregoing which, in the opinion of such anorney•in•fact. may be of bendil to. in the best interest of. or legally required by. the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such tenns and conditions as such anorney-in-fact may approve in such attornc.y-in-fac,·s discrcLion. The undersigned hereby grants 10 each such attomey-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite� necessary or proper to be done in lhe exercise of any of the rights and powers herein gmnted. as fully to all intents and purposes as the undersigned might or could do if personally present. with full power of substitution or revocation, hereby ratifying and confiiming all that such attorney-in-fact_ or such attorney-in-fact's substinne or substitutes. shall lawfully do or cause to be done by vim1e of this power of attorney and the rights and powers herein granted. The. undersigned acknowledges that the. foregoing attorneys-in-fact� in serving in such capacity at the request of the undersigned. are not assuming. nor is the Company assuming. any of the undersigned's responsibilities to comply with Section 16 of1he Securities Exchange Act of 1934, as amended. This Power of Attorne)' shall remain in full force and effoc., until the earliest to occur of (a) ihc undersigned is no longer required to file Forms 3. 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company. (b) revocation by the undersigned in a signed writing delivered to the foregoing anorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorn�y-in-fact is no longer emplo)red by the Company or employed by or a partner at Jones Day LLP� as applicable. y 7. 2026.The undersigned bas caused this Power of Anorney to be execuccd as of Februar Sam, 13ua11, � Sam Brian M ischner, CRO


 
Notarial Acknowledgement State of ARIZONA ) County of MARICOPA ) On this day ____ 02_1_1 _12_0_26 ______ ___, before me, Suzanne Ellen Feinberg the undersigned Notary Public, personally appeared Sam Mischner and who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and, acknowledged to me that he executed the same for the purposes therein stated. This notarization was performed and recorded using remote online audio/visual communication technology. Description of Document Contents: Title or Type of Document: Document Date: Power of Attorney February 7, 2026 WITNESS my hand and official seal. Suzanne Ellen Feinberg, Notary Public Commission Expires: 08/29/2027 # of Pages: One (1) (Seal} A notary public or other officer completing this certificate verifies only the identity of the individual(s) who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.