Item 5. Other Information
Item 5. Other Information.
Securities Trading Plans of Directors or Executive Officers
During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1 of the Exchange Act) adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K), except as noted below.
On September 11, 2024 , The Yount Family Revocable Trust, of which Sam Yount , Chief Business Officer , is trustee, modified a Rule 10b5-1 trading plan originally adopted on February 20, 2024. The plan, as modified, provides for the potential sale of up to 931,097 shares of Class A common stock and is set to expire on December 12, 2025 .
On September 11, 2024 , Bearman LLC, of which Sam Yount , Chief Business Officer , is the sole member, adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 603,154 shares of Class A common stock, set to expire on December 12, 2025 .
On September 11, 2024 , The SMB Charitable Remainder Trust, of which Sam Yount , Chief Business Officer , is trustee, adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 137,080 shares of Class A common stock, set to expire on December 12, 2025 .
On September 11, 2024 , The Margaret Yount Charitable Remainder Trust, of which Sam Yount , Chief Business Officer , is trustee, providing for the potential sale of up to 137,080 shares of Class A common stock, set to expire on December 12, 2025 .
On September 12, 2024 , Lauren StClair , Chief Financial Officer , adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 72,836 shares of Class A common stock, set to expire on October 31, 2025 .
Departure of Chief Financial Officer and Appointment of Interim Chief Financial Officer
On October 25, 2024, Lauren StClair, the Company’s Chief Financial Officer, notified the Company of her decision to resign, effective March 7, 2025, to pursue other opportunities. Ms. StClair’s resignation was not due to any disagreement with the Company on any matters relating to its operations, policies, or practices. The Company has commenced a search for a successor to Ms. StClair as Chief Financial Officer.
Upon the effectiveness of Ms. StClair’s resignation as our Chief Financial Officer, the Company’s board of directors expects to appoint Nicholas Tatum to serve as Chief Financial Officer on an interim basis, unless Ms. StClair's successor is appointed before March 7, 2025. Mr. Tatum, age 40, is currently the Company’s Vice President, Corporate Controller, a role he has held since August 2022. While acting as interim Chief Financial Officer, Mr. Tatum will serve as the Company’s principal financial officer and principal accounting officer. From January 2015 to August 2022, Mr. Tatum served in various roles at Under Armour, Inc., including most recently the Senior Director, Corporate and Global Accounting. From September 2013 to January 2015, Mr. Tatum served as Director, Financial Reporting at Millennial Media. Prior to that, Mr. Tatum held various roles with PricewaterhouseCoopers. Mr. Tatum holds a Bachelor of Science degree from the University of Maryland.
There are no arrangements between Mr. Tatum and any other persons pursuant to which he will be appointed to serve as our interim Chief Financial Officer. There are no family relationships between Mr. Tatum and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 6. Exhibits.
(a) Exhibits.
Exhibit
Number
Description of Exhibit
Location
10.1
Limited Consent and Second Amendment to Credit Agreement dated October 1, 2024, by and among NerdWallet, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent.
Filed herewith
31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
**
101.SCH Inline XBRL Taxonomy Extension Schema Document.
**
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
**
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
**
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
**
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101).
**
_____________
* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NERDWALLET, INC.
Date:
October 29, 2024 By: /s/ Lauren StClair
Lauren StClair
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.