6 unchanged sentences
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Management’s Report on Internal Control over Financial Reporting
+Added: The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).
+Added: Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.
+Added: The management of the Company, including the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: Based on this assessment, the management of the Company concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.
+Added: This Annual Report on Form 10-K does not include an attestation report on the Company’s internal control over financial reporting from the Company’s independent registered public accounting firm due to the Company’s status as an “emerging growth company” under the JOBS Act.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
6 unchanged sentences
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
−Removed: Management’s Report on Internal Control over Financial Reporting
−Removed: The Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Other Information.
1 unchanged sentence
Not applicable.
−Removed: Tab le of Contents
Directors, Executive Officers and Corporate Governance.
9 unchanged sentences
34 ) is incorporated by reference to the Proxy Statement for our 2023 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 31, 2022.
−Removed: Tab le of Contents
Exhibits and Financial Statement Schedules.
1 unchanged sentence
Description of Exhibit
+Added: 2.1 Agreement and Plan of Merger and Reorganization, dated June 23, 2022, by and among NerdWallet, Inc., On the Barrelhead, Inc., Bighorn Merger Sub Corp., Bighorn Merger Sub 2, LLC, NerdWallet Compare, Inc.
+Added: and Fortis Advisors LLC, as the stockholder representative.
+Added: Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (No.
+Added: 001-40994) filed June 24, 2022
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
5 unchanged sentences
4.1 Description of Securities of the Registrant.
−Removed: Filed herewith
+Added: Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (No.
+Added: 001-40994) filed March 24, 2022
10.1 Investors’ Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated January 30, 2015.
25 unchanged sentences
333-260134) filed October 26, 2021
−Removed: 10.9 Amended and Restated Senior Secured Credit Facilities Credit Agreement between Silicon Valley Bank and the Registrant, dated February 19, 2021 , as ame nded by the F irst Amendment dated May 19, 2021 .
−Removed: Filed herewith
−Removed: 10.10 Second Amendment, dated March 15, 2022, to the Amended and Restated Senior Secured Credit Facilities Credit Agreement between Silicon Valley Bank and the Registrant, dated February 19, 2021, as amended.
−Removed: Filed herewith
+Added: 10.9 Amended and Restated Senior Secured Credit Facilities Credit Agreement between Silicon Valley Bank and the Registrant, dated February 19, 2021, as amended by the Third Amendment thereto, dated September 15, 2022.
+Added: Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (No.
+Added: 001-40994) filed November 2, 2022
10.10 Sublease Agreement between Yelp Inc.
5 unchanged sentences
333-260134) filed October 8, 2021
+Added: Description of Exhibit
10.12+ Forms of Stock Option Agreement, Notice of Stock Option Grant, and Exercise Notice under the 2012 Equity Incentive Plan.
1 unchanged sentence
333-260134) filed October 8, 2021
−Removed: Tab le of Contents
−Removed: Description of Exhibit
10.13+ Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan.
1 unchanged sentence
333-260134) filed October 8, 2021
−Removed: 10.15+ 2021 Equity Incentive Plan .
+Added: 10.14+ 2021 Equity Incentive Plan, as amended.
Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No.
−Removed: 333-260134) filed October 26, 2021
+Added: 333-265197) filed May 25, 2022
10.15+ Forms of Notice of Stock Option Grant, Stock Option Agreement, and Exercise Notice under the 2021 Equity Incentive Plan.
4 unchanged sentences
333-260134) filed October 26, 2021
+Added: 10.17+ 2022 Inducement Equity Incentive Plan.
+Added: Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No.
+Added: 333-266087) filed July 11, 2022
+Added: 10.18+ Form of RSU Inducement Award Agreement for OTB Founders under the 2022 Inducement Equity Incentive Plan.
+Added: Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (No.
+Added: 333-266087) filed July 11, 2022
+Added: 10.19+ Form of RSU Inducement Award Agreement for Other Employees under the 2022 Inducement Equity Incentive Plan.
+Added: Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (No.
+Added: 333-266087) filed July 11, 2022
10.20+ 2021 Employee Stock Purchase Plan.
13 unchanged sentences
333-260134) filed October 8, 2021
−Removed: 10.23+ Offer Letter, by and between John Caine and the Registrant, dated November 19, 2021.
−Removed: Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (No.
−Removed: 001-40994) filed December 14, 2021
−Removed: 10.24+ Offer Letter, by and between Kelly Gillease and the Registrant, dated July 5, 2018.
−Removed: Filed herewith
−Removed: 10.25+ Separation Agreement, by and between Laura Onopchenko and the Registrant, dated April 2, 2020.
−Removed: Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 (No.
+Added: 10.25+ Consulting Services Agreement by and between NerdWallet, Inc.
+Added: and Kelly Gillease.
+Added: Exhibit 10.1 to the Registrant’s Amended Current Report on Form 8-K/A (No.
001-40994) filed October 3, 2022
21.1 Subsidiaries of the Registrant.
−Removed: Filed herewith
+Added: Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (No.
+Added: 001-40994) filed March 24, 2022
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.
4 unchanged sentences
Filed herewith
+Added: Description of Exhibit
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C.
4 unchanged sentences
101.SCH XBRL Taxonomy Extension Schema Document.
−Removed: Tab le of Contents
−Removed: Description of Exhibit
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
11 unchanged sentences
Form 10-K Summary.
−Removed: Tab le of Contents
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2022.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 23, 2023.
NERDWALLET, INC.
8 unchanged sentences
(Principal Executive Officer)
−Removed: March 24, 2022
+Added: February 23, 2023
/s/ Lauren StClair Chief Financial Officer
1 unchanged sentence
Principal Accounting Officer )
−Removed: March 24, 2022
+Added: February 23, 2023
Lauren StClair
−Removed: /s/ Jennifer Ceran Director March 24, 2022
+Added: /s/ Jennifer Ceran Director February 23, 2023
Jennifer Ceran
−Removed: /s/ Lynne Laube Director March 24, 2022
−Removed: /s/ Thomas Loverro Director March 24, 2022
+Added: /s/ Lynne Laube Director February 23, 2023
+Added: /s/ Thomas Loverro Director February 23, 2023
Thomas Loverro
−Removed: Robinson III Director March 24, 2022
+Added: /s/ Kenneth T.
+Added: McBride Director February 23, 2023
+Added: /s/ Maurice Taylor Director February 23, 2023
+Added: Maurice Taylor
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.