NERDWALLET, INC. 10-K

Item 8. Financial Statements and Supplementary Data. NerdWallet, Inc. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm 56 Consolidated Financial Statements of NerdWallet, Inc. and its Consolidated Subsidiaries: Consolidated Balance Sheets 57 Consolidated Statements of Operations 58 Consolidated Statements of Comprehensive Income (Loss) 59 Consolidated Statements of Stockholders’ Equity 60 Consolidated Statements of Cash Flows 62 Notes to Consolidated Financial Statements 64 All schedules have been omitted as the information is provided in the financial statements or in related notes thereto, or is not required to be filed as the information is not applicable. 55 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of NerdWallet, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NerdWallet, Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP San Jose, California February 23, 2023 We have served as the Company’s auditor since 2015. 56 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Table of Contents (in millions, except share amounts which are in thousands and per share amounts) As of December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 83.9 $ 167.8 Accounts receivable—net 87.0 57.6 Prepaid expenses and other current assets 18.3 17.4 Total current assets 189.2 242.8 Property, equipment and software—net 49.1 34.9 Goodwill 111.2 43.8 Intangible assets—net 64.1 27.6 Right-of-use assets 11.3 13.9 Other assets 0.8 1.1 Total Assets $ 425.7 $ 364.1 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 3.6 $ 3.2 Accrued expenses and other current liabilities 37.9 32.1 Contingent consideration—current 30.9 30.5 Total current liabilities 72.4 65.8 Contingent consideration—noncurrent — 24.2 Other liabilities—noncurrent 11.6 16.5 Total liabilities 84.0 106.5 Commitments and contingencies (Note 8) Stockholders’ equity: Preferred stock—$ 0.0001 par value per share— 5,000 shares authorized; zero shares issued and outstanding — — Common stock—$ 0.0001 par value per share— 296,686 shares authorized; 75,120 and 66,722 shares issued and outstanding as of December 31, 2022 and 2021 — — Additional paid-in capital 427.3 331.6 Accumulated other comprehensive income (loss) ( 0.9 ) 0.5 Accumulated deficit ( 84.7 ) ( 74.5 ) Total stockholders’ equity 341.7 257.6 Total Liabilities and Stockholders’ Equity $ 425.7 $ 364.1 See notes to consolidated financial statements. 57 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Table of Contents (in millions, except per share amounts) Year Ended December 31, 2022 2021 2020 Revenue $ 538.9 $ 379.6 $ 245.3 Costs and Expenses: Cost of revenue 39.8 28.5 21.3 Research and development 77.6 62.2 50.9 Sales and marketing 375.6 271.3 144.0 General and administrative 58.2 38.5 28.0 Change in fair value of contingent consideration related to earnouts 6.7 18.1 ( 0.8 ) Total costs and expenses 557.9 418.6 243.4 Income (Loss) From Operations ( 19.0 ) ( 39.0 ) 1.9 Other income (expense), net: Interest income 1.5 — 0.2 Interest expense ( 2.5 ) ( 1.3 ) ( 1.1 ) Other gains (losses), net — 2.6 ( 0.1 ) Total other income (expense), net ( 1.0 ) 1.3 ( 1.0 ) Income (loss) before income taxes ( 20.0 ) ( 37.7 ) 0.9 Income tax provision (benefit) ( 9.8 ) 4.8 ( 4.4 ) Net Income (Loss) $ ( 10.2 ) $ ( 42.5 ) $ 5.3 Net Income (Loss) Per Share Attributable to Common Stockholders Basic $ ( 0.14 ) $ ( 0.82 ) $ 0.12 Diluted $ ( 0.14 ) $ ( 0.82 ) $ 0.09 Weighted-average Shares Used in Computing Net Income (Loss) Per Share Attributable to Common Stockholders Basic 70.6 51.9 44.3 Diluted 70.6 51.9 56.3 See notes to consolidated financial statements. 58 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Table of Contents (in millions) Year Ended December 31, 2022 2021 2020 Net Income (Loss) $ ( 10.2 ) $ ( 42.5 ) $ 5.3 Other Comprehensive Income (Loss): Change in foreign currency translation ( 1.4 ) ( 0.1 ) 0.6 Comprehensive Income (Loss) $ ( 11.6 ) $ ( 42.6 ) $ 5.9 See notes to consolidated financial statements. 59 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Table of Contents Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Stockholders’ Equity (in millions, except share amounts which are in thousands) Shares Amount Shares Amount Balance as of December 31, 2019 42,308 $ — 780 $ ( 1.6 ) $ 29.8 $ — $ ( 20.2 ) $ 8.0 Issuance of Class A common stock in connection with equity offering 3,879 — 54.3 54.3 Issuance of Class A common stock upon exercise of stock options 2,701 — 8.4 8.4 Issuance of Class A common stock pursuant to settlement of restricted stock units 84 — — Class A common stock surrendered for employees’ tax liability upon settlement of restricted stock units ( 26 ) — ( 0.4 ) ( 0.4 ) Repurchase of stock options ( 0.4 ) ( 0.4 ) Repurchase of Class A common stock ( 93 ) — ( 1.2 ) ( 1.2 ) Constructive retirement of treasury stock ( 780 ) 1.6 ( 1.6 ) — Stock-based compensation 8.1 8.1 Other comprehensive income 0.6 0.6 Net income 5.3 5.3 Balance as of December 31, 2020 48,853 $ — — $ — $ 99.8 $ 0.6 $ ( 17.7 ) $ 82.7 Issuance of Class A common stock upon initial public offering 8,338 — 134.8 134.8 Issuance of Class A common stock upon exercise of stock options 2,322 — 11.0 11.0 Issuance of Class A common stock pursuant to settlement of restricted stock units 647 — — Class A common stock surrendered for employees’ tax liability upon settlement of restricted stock units ( 96 ) — ( 1.9 ) ( 1.9 ) Conversion of Series A redeemable convertible preferred stock to Class A common stock 58 — 0.5 0.5 Conversion of Series A redeemable convertible preferred stock to Class A common stock upon initial public offering 7,527 — 66.2 66.2 Repurchase of stock options ( 1.4 ) ( 1.4 ) Repurchase of early exercised stock options ( 3 ) — — Repurchase of Class A common stock ( 41 ) — ( 0.5 ) ( 0.5 ) Repurchase of Class F common stock ( 883 ) — ( 12.4 ) ( 12.4 ) Stock-based compensation 21.2 21.2 Other comprehensive loss ( 0.1 ) ( 0.1 ) Net loss ( 42.5 ) ( 42.5 ) Balance as of December 31, 2021 66,722 $ — $ — $ — $ 331.6 $ 0.5 $ ( 74.5 ) $ 257.6 60 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Table of Contents Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Stockholders’ Equity (in millions, except share amounts which are in thousands) Shares Amount Balance as of December 31, 2021 66,722 $ — $ 331.6 $ 0.5 $ ( 74.5 ) $ 257.6 Issuance of Class A common stock upon exercise of stock options 1,346 — 7.7 7.7 Vesting of early exercised stock options — — 0.2 0.2 Issuance of Class A common stock pursuant to settlement of restricted stock units 1,521 — — Class A common stock withheld related to net share settlement of restricted stock units ( 44 ) — ( 0.6 ) ( 0.6 ) Issuance of Class A common stock under Employee Stock Purchase Plan 640 — 4.5 4.5 Issuance of Class A common stock for business combination 4,935 — 43.2 43.2 Stock-based compensation 40.7 40.7 Other comprehensive loss ( 1.4 ) ( 1.4 ) Net loss ( 10.2 ) ( 10.2 ) Balance as of December 31, 2022 75,120 $ — $ 427.3 $ ( 0.9 ) $ ( 84.7 ) $ 341.7 See notes to consolidated financial statements. 61 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Table of Contents (in millions) Year Ended December 31, 2022 2021 2020 Operating Activities: Net income (loss) $ ( 10.2 ) $ ( 42.5 ) $ 5.3 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 37.0 27.1 15.1 Stock-based compensation 34.4 17.9 6.4 Change in fair value of contingent consideration related to earnouts 6.7 18.1 ( 0.8 ) Deferred taxes ( 12.6 ) 4.4 ( 4.6 ) Non-cash lease costs 2.6 7.9 6.8 Other, net 1.3 ( 2.1 ) ( 0.1 ) Changes in operating assets and liabilities, net of business combinations: Accounts receivable ( 18.7 ) ( 20.2 ) 1.0 Prepaid expenses and other assets ( 0.7 ) ( 9.6 ) ( 4.8 ) Accounts payable ( 5.6 ) ( 2.2 ) 3.6 Accrued expenses and other current liabilities 5.8 16.6 ( 5.3 ) Payment of contingent consideration ( 11.5 ) — — Operating lease liabilities ( 2.4 ) ( 7.3 ) ( 7.1 ) Other liabilities ( 1.1 ) ( 0.9 ) ( 0.1 ) Net cash provided by operating activities 25.0 7.2 15.4 Investing Activities: Capitalized software development costs ( 27.6 ) ( 20.7 ) ( 17.4 ) Purchase of property and equipment ( 4.6 ) ( 2.3 ) ( 1.3 ) Business combinations, net of cash acquired ( 68.1 ) — ( 36.7 ) Net cash used in investing activities ( 100.3 ) ( 23.0 ) ( 55.4 ) Financing Activities: Payment of contingent consideration ( 19.0 ) — — Proceeds from line of credit 70.0 — 5.0 Payments on line of credit ( 70.0 ) — ( 10.0 ) Principal repayment of subordinated promissory notes — ( 28.5 ) — Repurchase of Series A redeemable convertible preferred stock — ( 2.1 ) — Proceeds from exercise of stock options 7.7 11.0 8.4 Issuance of Class A common stock under Employee Stock Purchase Plan 4.5 — — Tax payments related to net-share settlements on restricted stock units ( 0.6 ) ( 1.9 ) ( 0.4 ) Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions — 140.0 — Payment of offering costs related to initial public offering ( 1.0 ) ( 4.0 ) — Issuance of Class A common stock — — 54.3 Repurchase of Class A common stock — ( 0.5 ) ( 1.2 ) Repurchase of Class F common stock — ( 12.4 ) — Repurchase of stock options — ( 1.4 ) ( 0.4 ) Net cash provided by (used in) financing activities ( 8.4 ) 100.2 55.7 Effect of exchange rate changes on cash and cash equivalents ( 0.2 ) — 0.1 Net increase (decrease) in cash and cash equivalents ( 83.9 ) 84.4 15.8 Cash and Cash Equivalents: Beginning of year 167.8 83.4 67.6 End of year $ 83.9 $ 167.8 $ 83.4 62 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Table of Contents (in millions) Year Ended December 31, 2022 2021 2020 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities $ 0.9 $ 0.5 $ 0.1 Purchase of property and equipment recorded in accounts payable and accrued expenses and other current liabilities 0.1 0.8 — Offering costs related to initial public offering not yet paid — 1.0 — Supplemental Disclosures of Cash Flow Information: Income tax payments $ 4.0 $ 0.3 $ 1.2 Cash paid for interest 1.9 2.5 1.4 Supplemental Cash Flow Disclosure Related to Operating Leases: Cash paid for amounts included in the measurement of lease liabilities $ 3.1 $ 8.2 $ 7.9 Lease liabilities arising from obtaining right-of-use assets — 7.8 — See notes to consolidated financial statements. 63 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 1. The Company and its Significant Accounting Policies Organization— NerdWallet, Inc., a Delaware corporation, was formed on December 29, 2011. NerdWallet, Inc. and its subsidiaries (collectively, the Company) provide consumer-driven advice about personal finance through its platform by connecting individuals and small and mid-sized businesses (SMBs) with providers of financial products. Basis of Consolidation and Presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain comparative amounts for the prior fiscal year have been reclassified to conform to the financial statement presentation as of and for the year ended December 31, 2022. Segments— Operating segments are defined as components of an enterprise for which discrete financial information is available that is reviewed regularly by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As a result, the Company has concluded that it has one operating segment. Significantly all of the Company’s revenue in 2022, 2021 and 2020 was from customers located in the United States. Significantly all of the Company’s long-lived assets as of December 31, 2022 and 2021 were located in the United States. Use of Estimates— The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions made by management include determination of stock-based compensation, valuation of embedded derivative, capitalization of software development costs, valuation of contingent consideration, valuation of goodwill and intangible assets, determination of associated useful lives of intangible assets and valuation of deferred tax assets. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Concentrations of Credit Risk— Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company deposits cash with high credit quality financial institutions. All noninterest-bearing accounts are fully insured regardless of the balance of the account. This coverage is available at all FDIC member institutions. The Company uses Silicon Valley Bank, which is an FDIC insured institution. Based on these facts, collectability of bank balances appears to be adequately assured. The Company had two customers which accounted for 15 % and 12 % of total accounts receivable as of December 31, 2022, and two customers which each accounted for 11 % of total accounts receivable as of December 31, 2021. The Company had one customer which accounted for 12 % of revenue in 2022, and no customer which accounted for more than 10% of revenue in 2021 or 2020. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), the Company’s customers are considered to be financial services providers (e.g., banks, credit card issuers, lenders, investment brokers and other entities) that seek to reach and receive leads, matches and referrals to the Company’s substantial audience of consumers (including SMBs) in exchange for agreed-upon fees. Foreign Currency Transactions— The functional currency of the Company’s foreign subsidiaries is the respective local currency. All assets and liabilities accounts of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Equity transactions are translated using historical exchange rates. Revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included as a separate component on the consolidated statement of comprehensive income (loss), and in “Effect of exchange rate changes on cash and cash equivalents” on the consolidated statement of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Other gains (losses), net” on our consolidated statement of operations and were immaterial for all periods presented. Cash and Cash Equivalents— Cash and cash equivalents include on demand deposits and money market funds with banks that have remaining maturities at the date of purchase of less than 90 days. 64 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Fair Value Measurements— The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: Level 1 —Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 —Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means. Level 3 —Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Trade Accounts Receivable — Trade accounts receivable are recorded at the invoiced amount or amounts due from customers via affiliate relationships at the end of each month. Invoiced amounts do not bear interest. The Company generally does not require collateral or other security in support of accounts receivable. Accounts receivable are past due when they are outstanding longer than the contractual payment terms. The Company determines an allowance for credit losses by considering available information, including the length of time accounts receivable are past due, previous loss history, and reasonable and supportable expectations regarding the specific customer’s ability to pay its financial obligations. If the Company becomes aware of changes in circumstances that are indicative of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in operating results or changes in financial position, estimates of the allowance for credit losses are further adjusted. The allowance for doubtful accounts was $ 1.4 million and immaterial as of December 31, 2022 and 2021, respectively. The Company does no t have any off-balance-sheet credit exposure related to its customers. Property, Equipment, and Software, Net — Property, equipment, and software are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which are generally three years for computers and equipment, three years for software, and five years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the term of the related lease. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition or retirement, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected as operating expenses in the consolidated statement of operations. Capitalized Software Development Costs — The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance, training and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at one to five years . The estimated useful lives of website and software development activities are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. Amortization expense is included within cost of revenue in the consolidated statement of operations. 65 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Business Combinations — The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair value. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statement of operations. As of December 31, 2022, the Company has not recorded material measurement period adjustments in connection with its business combinations. Contingent Consideration — The fair value measurements of contingent consideration liabilities established in connection with business combinations are determined as of the acquisition date based on significant unobservable inputs, including forecasted revenues and costs of the acquired companies, the probability of meeting certain revenue or earnings targets defined in the merger agreements, and the discount rate. Contingent consideration liabilities are remeasured to fair value at each subsequent reporting date until the related contingency is resolved, with the remeasurement adjustment reported in the consolidated statement of operations. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of these inputs. Changes to the inputs described above could have a material impact on the Company’s financial position and results of operations in any given period. Goodwill — The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying value and if so, the quantitative test is performed. Under the qualitative assessment, factors that are considered include industry and market considerations, overall financial performance and other relevant events and factors affecting the reporting unit. Under the quantitative test, the Company first compares the carrying value of each reporting unit to its estimated fair value and if the fair value is determined to be less than the carrying value, we recognize an impairment loss for the difference. Intangible Assets — Intangible assets include acquired intangible assets identified through business combinations, which are carried at the estimated fair value recorded upon acquisition less accumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization costs for developed technology is included in cost of revenue and amortization for customer relationships, trade names and user base are included in sales and marketing within the consolidated statement of operations. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment of Long-Lived Assets — The Company reviews long-lived assets, including property and equipment, capitalized software development costs, and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets or asset groups to be held and used is measured first by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets or asset group are considered to be impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset or asset group. Revenue Recognition — The Company generates substantially all its revenue through fees paid by its financial services partners in the form of either revenue per action, revenue per click, revenue per lead and revenue per funded loan arrangements. For these revenue arrangements, in which a partner pays only when a consumer satisfies the criteria set forth within the arrangement, revenue is recognized generally when the Company matches the consumer with the financial services partner. For some of the Company’s arrangements, the transaction price is considered variable and an estimate of the transaction price is recorded when the match occurs. Under revenue recognition guidance, revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised goods and services have transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. 66 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents For revenue generated from revenue per action or revenue per funded loan arrangements in which fees are earned from customers for approved actions such as when credit cards are issued to consumers or when loans to consumers are funded, the Company’s contractual right to fees is not contemporaneous with the satisfaction of the performance obligation to match the consumer with the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on fees for which the Company has satisfied the related performance obligation but are still pending the financial product approval before the Company has a contractual right to payment. This estimate is based on the Company’s historical closing rates and historical time between when a consumer request for a financial product is delivered to the customer and when the financial product is approved by the customer. The time between satisfaction of the Company ’ s performance obligation and when the Company’s right to consideration becomes unconditional is generally less than 90 days and no significant judgment is required in determining whether the estimate of variable consideration should be constrained. For revenue generated from revenue per lead or revenue per click in which fees are earned from customers when a consumer clicks on a tagged link to the customer’s website or lead is delivered to the customer, the Company ’ s contractual right to fees is contemporaneous with the satisfaction of the performance obligation to match the consumer with the customer . The Company’s services are generally transferred to the customer at a point in time, when the performance obligation is met. The Company’s payment terms vary by customer and verticals. The term between invoicing and when payment is due is generally 30 days or less. Cost of Revenue —Cost of revenue consists primarily of amortization expense and impairment charges associated with capitalized software development costs and developed technology; credit scoring fees and account linking fees; and third-party data center costs. Research and Development — Research and development expenses primarily consist of personnel related costs, technology and facility-related expenses and contractor expense for our engineering, product management, data and other personnel engaged in maintaining and enhancing the functionality of our platform. Research and development costs are expensed as incurred. Sales and Marketing — Sales and marketing expenses include advertising and promotion costs, costs related to brand campaign fees, marketing, business operations team and editorial personnel and related costs, including stock-based compensation. Advertising is expensed as incurred. Advertising expense was $ 278.9 million, $ 197.3 million, and $ 106.8 million for 2022, 2021 and 2020, respectively. Leases — The Company leases real estate facilities and general office equipment under operating leases expiring at various dates through 2029. The Company’s right-of-use (ROU) assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term, which may include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. At inception of the lease, the Company is not reasonably certain that any available lease extensions or renewal terms will be exercised. For this purpose, the Company considered lease term and only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. When determining the incremental borrowing rates, the Company considered information including, but not limited to, the lease term, the Company’s credit rating and interest rates of similar debt instruments with comparable credit ratings. The Company’s lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred in the consolidated statement of operations. Nonlease components that are not fixed are expensed as incurred as variable lease payments. The Company’s lease agreements generally do not contain any residual guarantees or restrictive covenants. Operating and finance leases are included in other assets, accrued expenses and other current liabilities, and other liabilities-noncurrent in the consolidated balance sheets. 67 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Stock-Based Compensation — The Company measures compensation expense for all stock-based payment awards granted to employees, directors and nonemployees, including restricted stock units (RSUs), stock options and purchase rights granted under its employee stock purchase plan (ESPP), based on the estimated fair value of the awards on the date of grant. For RSUs, fair value is based on the fair value of our common stock on the grant date. For stock options, fair value is estimated using the Black-Scholes-Merton option-pricing model. For purchase rights granted under its ESPP, the Company estimates fair value using the component measurement approach with valuations of the components based on the Company’s stock price on the date of the grant and/or the Black-Scholes-Merton option-pricing model, as appropriate for the applicable components. Stock-based compensation is recognized on a straight-line basis over the requisite service period. The requisite service period of the awards is generally the same as the vesting period. The Company recognizes forfeitures as they occur for equity awards with only a service condition. Income Taxes — The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for income tax reporting purposes measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records uncertain tax positions in accordance with accounting standards on the basis of a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to include interest and penalties within its provision for income taxes. Comprehensive Income (Loss) — Comprehensive income (loss) is defined as a change in equity resulting from transactions from non-owner sources. Comprehensive income (loss) is comprised of all components of net income (loss) and all components of other comprehensive income (loss) within stockholders’ equity. Other comprehensive income (loss) includes adjustments for foreign currency translation. Subsequent Events —The Company evaluated subsequent events through February 23, 2023, the date its consolidated financial statements were issued. JOBS Act Accounting Election —The Company qualifies as an “emerging growth company” (EGC) as defined in the JOBS Act, and, as such, the Company may elect to delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial condition and results of operations within its consolidated financial statements may not be comparable to those of other companies that have adopted new or revised accounting standards at an earlier date. Recently Adopted Accounting Pronouncements — In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments , establishing ASC Topic 326, and amended the guidance thereafter (ASC 326). ASC 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost; the Company’s financial assets that are in the scope of ASC 326 includes the Company’s accounts receivable, certain financial instruments and contract assets. ASC 326 replaces the prior incurred loss impairment model with an expected loss methodology, which results in more timely recognition of credit losses. The Company adopted the provisions of ASC 326 as of January 1, 2022 (two years after the effective date for public business entities due to the Company’s election under its EGC status), and such adoption did not have an impact on the Company’s financial condition and results of operations within its consolidated financial statements. 68 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), to address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The guidance in ASU 2021-08 states that an acquirer should recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . The amendments in ASU 2021-08 will be applied prospectively to any business combinations that occur during or after the fiscal year of adoption. The Company adopted the provisions of ASU 2021-08 as of January 1, 2022, and such adoption did not have an impact on the Company’s financial condition and results of operations within its consolidated financial statements. Recently Issued Accounting Pronouncement Not Yet Adopted — In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , establishing ASC Topic 848, and amended the guidance thereafter (ASC 848). ASC 848 provides optional expedients and exceptions for a limited period of time for accounting for contracts, hedging relationships and other transactions affected by the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued. Optional expedients can be applied through December 31, 2024. Reference rate reform has not had a material impact with respect to any of the Company’s existing contracts, therefore, the Company has not been required to elect to apply any of the optional practical expedients and exceptions under ASC 848 as of the date of the financial statements. The Company will assess future changes in its contracts, including modifications, and the potential impact of electing to apply the optional practical expedients and exceptions under ASC 848 as they occur, but does not expect their application will have a material effect on its financial position or results of operations in its consolidated financial statements. 2. Revenue The following presents a disaggregation of the Company’s revenue based on product category: (in millions) Year Ended December 31, 2022 2021 2020 Credit cards $ 210.3 $ 123.8 $ 78.2 Loans 109.1 126.4 81.3 Other verticals 219.5 129.4 85.8 Total revenue $ 538.9 $ 379.6 $ 245.3 The contract asset recorded within prepaid expenses and other current assets on the consolidated balance sheet related to estimated variable consideration was $ 5.8 million and $ 3.0 million as of December 31, 2022 and 2021, respectively. Credit cards revenue is primarily generated through revenue per action arrangements, Loans revenue is primarily generated through revenue per funded loan and revenue per lead arrangements, and Other verticals revenue is primarily generated through revenue per action, revenue per click and revenue per funded loan arrangements. 3. Fair Value Measurements The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value As of December 31, 2022 Assets: Cash and cash equivalents—money market funds $ 75.4 $ — $ — $ 75.4 Certificate of deposit — 2.0 — 2.0 $ 75.4 $ 2.0 $ — $ 77.4 Liabilities: Contingent consideration $ — $ — $ 30.9 $ 30.9 69 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value As of December 31, 2021 Assets: Cash and cash equivalents—money market funds $ 164.9 $ — $ — $ 164.9 Certificate of deposit — 2.0 — 2.0 $ 164.9 $ 2.0 $ — $ 166.9 Liabilities: Contingent consideration $ — $ — $ 54.7 $ 54.7 The Company recognizes transfers among Level 1, Level 2 and Level 3 classifications as of the actual date of the events or change in circumstances that caused the transfers. Level 3 liabilities consist entirely of contingent consideration, and the changes in fair values are as follows: (in millions) Year Ended December 31, 2022 2021 Balance as of beginning of year $ 54.7 $ 36.5 Payment ( 30.5 ) — Change in fair value, recognized in earnings 6.7 18.1 Other — 0.1 Balance as of end of year $ 30.9 $ 54.7 Contingent consideration liabilities related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The contingent consideration liability is the estimated fair value of the earnout payments for the Fundera, Inc. (Fundera) and Know Your Money (KYM) business combinations. See Note 5–Business Combinations for additional information on the contingent consideration for each of the acquisitions. As of December 31, 2022, Fundera’s revenue and profitability milestones for 2022 have been achieved and the contingent consideration liability was recorded at the full payout amount. The fair values of the estimated contingent considerations were previously determined based on the Company’s evaluation of the probability and amount of earnout that will be achieved based on expected future performance by the acquired entity. The Monte Carlo simulation models simulated the applicable figures over the earnout periods to calculate the estimated earnout payments. These payments were then discounted to present value based on the expected payment dates of the contingent considerations. The weighted average volatility was 45.5 % and the weighted average discount rate was estimated to be 9.0 % as of December 31, 2021. 4. Significant Consolidated Balance Sheet Components Prepaid expenses and other current assets consisted of the following: (in millions) As of December 31, 2022 2021 Prepaid expenses $ 10.4 $ 12.0 Contract assets 5.8 3.0 Certificate of deposit 2.0 2.0 Other current assets 0.1 0.4 Total prepaid expenses and other current assets $ 18.3 $ 17.4 70 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Property, equipment and software, net consisted of the following: (in millions) As of December 31, 2022 2021 Capitalized software development costs $ 105.7 $ 71.6 Office equipment 6.7 5.3 Furniture and fixtures 1.8 1.4 Leasehold improvements 2.3 3.7 Total property, equipment and software 116.5 82.0 Accumulated depreciation and amortization ( 67.4 ) ( 47.1 ) Total property, equipment and software—net $ 49.1 $ 34.9 The Company capitalized $ 34.1 million, $ 24.2 million and $ 19.2 million of software development costs, and recorded amortization expense of $ 22.1 million, $ 16.7 million and $ 12.5 million, during 2022, 2021 and 2020, respectively. Losses on disposal related to software development costs were $ 0.8 million and $ 0.2 million for 2021 and 2020, with no losses in 2022. Depreciation and amortization expense, exclusive of amortization of capitalized software development costs and intangible assets, was $ 1.9 million, $ 2.4 million and $ 1.0 million in 2022, 2021 and 2020, respectively. Accrued expenses and other current liabilities consisted of the following: (in millions) As of December 31, 2022 2021 Unbilled accounts payable $ 26.1 $ 22.1 Accrued compensation 5.6 1.8 Operating lease liabilities 3.1 2.4 Deferred compensation liability related to earnouts 1.7 2.1 Other accrued expenses 1.4 3.7 Total accrued expenses and other current liabilities $ 37.9 $ 32.1 Other liabilities—noncurrent consisted of the following: (in millions) As of December 31, 2022 2021 Operating lease liabilities $ 9.6 $ 12.7 Deferred tax liability, net 1.2 1.8 Other noncurrent liabilities 0.8 2.0 Total other liabilities—noncurrent $ 11.6 $ 16.5 71 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 5. Business Combinations On the Barrelhead, Inc. —On July 11, 2022, the Company completed the acquisition of On the Barrelhead, Inc. (OTB), a data-driven platform that provides consumers and SMBs with credit-driven product recommendations. The Company completed the acquisition of OTB under an Agreement and Plan of Merger and Reorganization. Purchase Consideration The purchase consideration consisted of the following: (in millions) Total Cash consideration 1 $ 75.7 Stock consideration 2 43.2 Total consideration 118.9 Less: amounts considered separate from the business combination and attributable to post-combination expense 3 ( 0.7 ) Purchase Consideration $ 118.2 (1) Includes $ 12.2 million of cash which is held in escrow for the settlement of breaches, if any, of certain representations, warranties, agreements and covenants. (2) Represents the aggregate fair value of 4.9 million shares issued of the Company’s Class A common stock based on the closing price of the stock on the acquisition date of July 11, 2022, which was $ 8.75 per share. (3) Primarily comprised of the additional fair value of unvested OTB option awards discretionally accelerated by the Company and attributable to post-combination expense. Half of the stock consideration is subject to a lockup arrangement whereby such shares may not be sold or otherwise transferred prior to expiration of the 24 -month period following the acquisition date. Retention Agreements and Inducement Awards Concurrently with the closing of the acquisition, the Company provided employment offer letters to OTB’s employees, including compensatory retention agreements with the co-founders of OTB which could result in up to $ 15.0 million of cash awards. Cash awards under these retention agreements are payable in equal installments on the first, second and third anniversary dates of the closing of the acquisition. Also concurrently with the closing of the acquisition, the Compensation Committee of the Company’s Board of Directors granted restricted stock unit (RSU) awards under the NerdWallet, Inc. 2022 Inducement Equity Incentive Plan (the Inducement Plan) to employees of OTB who were offered employment with the Company, which RSU awards had an aggregate grant date fair value on the acquisition date of $ 17.5 million, including $ 12.8 million of RSU awards to the co-founders of OTB, $ 2.3 million of RSU awards to six non-management employees of OTB and $ 2.4 million of RSU awards to all fourteen employees of OTB. The $ 12.8 million of RSU awards to the co-founders of OTB will generally vest in full upon the third anniversary of the closing of the acquisition. The $ 2.3 million of RSU awards to non-management employees of OTB will vest annually over four years , with 20 % of the RSUs subject to vest on each of the first, second and third annual vesting dates and the remaining 40 % of the RSUs subject to vest on the fourth annual vesting date. The $ 2.4 million of RSU awards granted to all employees of OTB will generally vest over four years subject to a one-year cliff and quarterly vesting thereafter. RSU awards under the Inducement Plan are subject to the conditions of the Inducement Plan and the terms and conditions of the grant agreements covering such awards. Compensation expenses under these employment offer letters and vesting of awards under these retention agreements and Inducement Plan are generally subject to the employees’ continued employment with the Company, and the fair value of such compensation and awards are excluded from the Purchase Price and accounted for separately from the business combination. The value of cash awards under these retention agreements are recognized as compensation expense ratably over the three-year period following the close of the acquisition. The value of RSU awards under the Inducement Plan are recognized as stock-based compensation ratably over the respective vesting terms of the awards. 72 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Purchase Accounting The acquisition has been accounted for as a business combination. The allocation of purchase consideration to the assets acquired and liabilities assumed is as follows: (in millions) Fair Value Purchase Consideration $ 118.2 Fair Value of Assets Acquired Cash and cash equivalents 6.9 Accounts receivable 12.2 Intangible assets 50.1 Total assets 69.2 Fair Value of Liabilities Assumed Accounts payable 6.4 Accrued expenses and other current liabilities 0.6 Deferred tax liability 12.1 Total liabilities 19.1 Less: Net Assets Acquired 50.1 Goodwill $ 68.1 The acquired intangible assets consist of definite-lived assets with estimated fair values and useful lives as follows: (dollars in millions) Fair Value Weighted-Average Useful Life (Years) Developed technology $ 48.9 5.0 Customer relationships 1.2 1.0 Total intangible assets $ 50.1 4.9 The estimated fair value of acquired intangible assets was determined using the multi-period excess earnings method of the income approach for developed technology, and the replacement cost method for customer relationships. The deferred tax liability of $ 12.1 million primarily relates to identified intangible assets. The Company recorded goodwill of $ 68.1 million, which represents the excess of the purchase consideration over the estimated fair value of the assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to synergies from combining the operations of the Company and OTB, as well as the value ascribed to the knowledge and experience of the OTB co-founders and employees. For income tax purposes, the acquisition is a stock purchase and goodwill is not tax deductible. Acquisition-related costs of $ 3.5 million were incurred during 2022, and are included in general and administrative expense on the consolidated statements of operations. Due to the extensive level of integration of OTB’s technology and operations into the Company’s operations following the closing of the acquisition, the Company is not able to quantify the acquisition’s contribution following the closing of the acquisition to the Company’s revenue and operating loss for 2022, as the ability to objectively quantify such amounts would require a significant level of estimation. 73 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented as if the OTB acquisition, including the related debt financing, was completed on January 1, 2021. The pro forma financial information includes the historical operating results of the Company and OTB prior to the acquisition, with adjustments directly attributable to the acquisition. Pro forma adjustments have been made to reflect the incremental intangible asset amortization to be incurred based on the preliminary fair values and useful lives of each identifiable intangible asset, incremental stock-based compensation related to inducement equity awards, incremental compensation related to cash retention agreements, incremental interest expense related to debt drawn to finance the cash portion of the purchase price, the adjustment of acquisition-related expenses, and the related tax effects of pro forma adjustments for the respective periods. The unaudited pro forma financial information is as follows: (in millions) Year Ended December 31, 2022 2021 Revenue $ 583.9 $ 417.7 Net loss ( 21.9 ) ( 51.7 ) The unaudited pro forma financial information is not intended to present, or be indicative of, what the results of operations would have been for the combined company for the periods presented had the acquisition actually occurred on January 1, 2021, nor is it meant to be indicative of results of operations that may be achieved by the combined company in the future. The unaudited pro forma financial information does not include any cost savings or other synergies that resulted, or may result, from the OTB acquisition or any estimated costs that will be incurred to integrate OTB. Future results may vary significantly from the results reflected in this unaudited pro forma financial information because of future events and transactions, as well as other factors. Fundera —In October 2020, the Company executed a merger agreement to acquire all outstanding shares of Fundera. Fundera is a company that provides an application that connects small businesses to lenders and covers everything from loans to legal services, free financial content and one-on-one access to experienced lending. Fundera was founded in 2013 and maintains an office in New York, NY. The acquisition date aggregate purchase price was $ 65.1 million, which consisted of the following: (in millions) Fair Value Cash $ 29.2 Fair value of contingent consideration 35.9 Total purchase price $ 65.1 The total closing consideration for the Fundera acquisition was $ 29.2 million in cash, of which $ 4.6 million in cash was held in escrow for the settlement of general representation and warranty provisions. Further the Company could make up to two additional earnout payments based on achievement of Fundera’s future revenue and profitability milestones for 2021 and 2022. These additional payments, to the extent earned, will be payable in cash. See Note 3–Fair Value Measurements for further information on contingent consideration and additional payments made. The fair value of earnouts, which are subject to the recipients continued employment services was $ 2.7 million and was excluded from the aggregate purchase price and accounted for separately from the business combination. The amounts were recognized as compensation expense as earned through 2022, classified as research and development and sales and marketing expenses based on the recipients’ job functions, in the consolidated statement of operations. The Company has recorded a deferred compensation liability related to earnouts of $ 1.7 million as of December 31, 2022, which is included within accrued expenses and other current liabilities on the consolidated balance sheet. As of December 31, 2022, Fundera’s revenue and profitability milestones for 2022 have been achieved and the contingent consideration liability was recorded at the full payout amount of $ 30.9 million. The estimated fair value of the contingent consideration was previously determined using a Monte Carlo simulation model, based upon available information and certain assumptions, known at the time the estimate was made, which management believes were reasonable. At the time of acquisition, certain stock options held by Fundera employees were replaced with RSUs by the Company with a total fair value of $ 1.9 million. The vesting of these RSUs is contingent on continued employment, and was excluded from the aggregate purchase price. These awards are recognized as stock-based compensation ratably over the remaining vesting term through 2024. 74 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents The acquisition has been accounted for as a business combination. The allocation of purchase price to the assets acquired and liabilities assumed is as follows: (in millions) Fair Value Net tangible assets $ 1.0 Fixed assets 0.2 Intangible assets 29.4 Deferred tax liability ( 2.8 ) Goodwill 37.3 Total purchase price $ 65.1 The acquired intangible assets are definite-lived assets consisting of user base, customer relationships, developed technology and trade name. The estimated fair value was determined using the excess earnings method for user base, with-and-without method for acquired customer relationships, and relief-from-royalty method for the acquired technology and trade name. The fair value of the intangible assets with definite lives is as follows: (dollars in millions) Fair Value Weighted Average Useful Life (Years) User base $ 19.4 7.0 Customer relationships 5.0 3.0 Technology 4.6 3.0 Trade name 0.4 0.5 Total intangible assets $ 29.4 5.6 The Company recorded goodwill of $ 37.3 million, which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to Fundera as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of Fundera than if those assets and business were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. For income tax purposes, the acquisition was a stock purchase and goodwill is not tax deductible. Acquisition-related costs of $ 1.0 million were incurred in 2020 and are included in general and administrative expense on the consolidated statement of operations. During the period from the acquisition date through December 31, 2020, the Company recognized revenue and loss before income tax for Fundera of $ 2.0 million and $ 0.3 million, respectively. Pro Forma Results (Unaudited) The following pro forma combined results of operations are provided for the years ended December 31, 2020 and 2019, as though the Fundera acquisition had been completed as of January 1, 2019. These supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. The pro forma results of operations do not include any cost savings or other synergies that resulted, or may result, from the Fundera acquisition or any estimated costs that will be incurred to integrate Fundera. Future results may vary significantly from the results reflected in this pro forma financial information because of future events and transactions, as well as other factors. The Company’s historical financial information was adjusted based on currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to stock-based compensation, the purchase accounting effect on interest expense, and transaction costs: (in millions) Year Ended December 31, 2020 Revenue $ 262.6 Net income $ 3.6 75 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Know Your Money —On September 30, 2020, the Company acquired all the outstanding shares of Notice Media Ltd., doing business as Know Your Money, an online provider of financial guidance and tools based in the United Kingdom. The aggregate purchase price transferred for KYM was $ 13.7 million, which consisted of the following: (in millions) Fair Value Cash $ 12.3 Fair value of contingent consideration 1.4 Total purchase price $ 13.7 The Company paid $ 12.3 million in initial cash consideration and could have made up to two additional earnout payments based on certain defined operating metrics during the earnout periods January 1, 2021 through December 31, 2021 and January 1, 2022 through December 31, 2022. These additional payments, to the extent earned, would be payable in cash. As part of the transaction, the Company entered into additional earnouts which were subject to the recipients’ continued service. The fair value of such earnouts was $ 5.9 million, which was excluded from the aggregate purchase price and accounted for separately from the business combination. The amounts were recognized as compensation expense as earned over the earnout periods. The estimated fair value of the contingent consideration related to KYM was immaterial as of December 31, 2022, and is included in contingent consideration in the consolidated balance sheet. The estimated fair value of the contingent consideration was previously determined using a Monte Carlo simulation model, based upon available information and certain assumptions, known at the time the estimate was made, which management believes were reasonable. The acquisition has been accounted for as a business combination. The allocation of purchase price to the assets acquired and liabilities assumed is as follows: (in millions) Fair Value Net tangible assets $ 1.5 Fixed assets 0.2 Intangible assets 7.4 Deferred tax liability ( 1.4 ) Goodwill 6.0 Total purchase price $ 13.7 The acquired intangible assets are definite-lived assets consisting of customer relationships and developed technology. The estimated fair values of the customer relationships were determined using the excess earning method and the developed technology was determined using the relief from royalty method. The fair value of the intangible assets with definite lives is as follows: (dollars in millions) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 6.0 5.0 Technology 1.4 3.0 Total intangible assets $ 7.4 4.6 76 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents The Company recorded goodwill of $ 6.0 million, which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to KYM as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of KYM than if those assets and business were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. For income tax purposes, the acquisition was a stock purchase and goodwill is not tax deductible. Acquisition-related costs of $ 0.5 million were incurred in 2020 and are included in general and administrative expense on the consolidated statement of operations. During the period from the acquisition date through December 31, 2020 the Company recognized revenue and loss before income tax for KYM of $ 1.5 million and $ 0.1 million, respectively. Pro forma results of operations have not been provided to reflect the KYM acquisition as such results would not have been materially different from the Company’s reported results. 6. Goodwill and Intangible Assets The balance of goodwill, net is as follows: (in millions) Year Ended December 31, 2022 2021 Balance as of beginning of year $ 43.8 $ 43.8 Acquisition of OTB 68.1 — Foreign currency translation adjustment ( 0.7 ) — Balance as of end of year $ 111.2 $ 43.8 No impairment charges have been recorded for goodwill in 2022, 2021 or 2020. Intangible assets with definite lives related to the following: (dollars in millions) Weighted-Average Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount As of December 31, 2022 Technology 4.4 $ 55.3 $ ( 9.7 ) $ 45.6 User base 4.8 19.4 ( 6.0 ) 13.4 Customer relationships 2.0 12.2 ( 6.9 ) 5.3 Trade names 0.4 ( 0.4 ) — Foreign currency translation adjustment ( 0.2 ) Total $ 87.3 $ ( 23.0 ) $ 64.1 (dollars in millions) Weighted-Average Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount As of December 31, 2021 Technology 1.8 $ 6.4 $ ( 2.8 ) $ 3.6 User base 5.8 19.4 ( 3.2 ) 16.2 Customer relationships 2.8 11.0 ( 3.5 ) 7.5 Trade names 0.4 ( 0.4 ) — Foreign currency translation adjustment 0.3 Total $ 37.2 $ ( 9.9 ) $ 27.6 Amortization expense related to definite-lived intangible assets was $ 13.0 million, $ 8.0 million and $ 1.6 million in 2022, 2021 and 2020, respectively. 77 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Estimated future amortization expense as of December 31, 2022 is as follows: (in millions) Years Ending December 31, Amortization 2023 $ 17.4 2024 13.8 2025 13.5 2026 12.5 2027 7.1 Foreign currency translation adjustment ( 0.2 ) $ 64.1 No impairment charges have been recorded for intangible assets for 2022, 2021 or 2020. 7. Debt Credit Facility —The Company maintains a Senior Secured Credit Facilities Credit Agreement with Silicon Valley Bank, which over time has been amended and restated (as amended and restated from time to time, the Credit Agreement). It is secured by certain qualifying accounts receivable of the Company. The Credit Agreement provides for a revolving line of credit of up to $ 100.0 million with the option to increase up to an additional $ 25.0 million, including a letter of credit sub-facility in the aggregate amount of $ 10.0 million, and a swingline sub-facility in the aggregate amount of $ 10.0 million. In September 2022, the Company amended and restated the Credit Agreement to extend the termination date from September 2, 2023 to December 2, 2023, and to replace the Eurodollar Loan option (which was LIBOR based) with a Secured Overnight Financing Rate (SOFR) Loan option, with any outstanding Eurodollar Loans to convert to SOFR Loans at the next interest period. Under the terms of the Credit Agreement, revolving loans may be either SOFR Loans or ABR Loans. Outstanding SOFR Loans incur interest at the Adjusted SOFR Rate (which is defined in the Credit Agreement as Term SOFR plus a Term SOFR Adjustment equal to 0.10 % for 1-month interest periods, 0.15 % for 3-month interest periods, and 0.25 % for 6-month interest periods, and, in each case, subject to a 1.00 % floor), plus a margin of either 3.00 % or 2.75 % depending on usage. Outstanding ABR Loans will incur interest at the highest of the Prime Rate, as published by the Wall Street Journal, the federal funds rate in effect for such day plus 0.50 %, and 3.25 %, in each case a margin of either 1.75 % or 2.00 % will be applicable, depending on usage. The Company is charged a commitment fee of 0.30 % per year for committed but unused amounts. On July 7, 2022, the Company borrowed $ 70.0 million as a Eurodollar Loan under the Credit Agreement to finance the cash portion of the purchase consideration for the acquisition of OTB. This borrowing was fully repaid by the Company in December 2022. There were no outstanding balances under the Credit Agreement at December 31, 2022 or 2021. The available amount to borrow under the Credit Agreement was $ 98.3 million and $ 94.7 million as of December 31, 2022 and 2021, respectively, which is equal to the available amount under the Credit Agreement of $ 100.0 million net of letters of credit with Silicon Valley Bank of $ 1.7 million and $ 5.3 million, respectively. The Credit Agreement contains covenants limiting the Company’s ability to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock, and make investments, in each case subject to certain exceptions. The Credit Agreement also contains financial covenants requiring the Company to maintain a minimum adjusted quick ratio and a minimum consolidated adjusted EBITDA if the adjusted quick ratio falls below a specified level, measured in each case at the end of each fiscal quarter. The Company is required to furnish audited financial statements within 90 days after the end of the fiscal year. The Company was in compliance with all financial covenants as of December 31, 2022 and 2021. 78 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Subordinated Promissory Notes —During 2017, the Company entered into a stock repurchase agreement to repurchase a specific number of shares of Class G common stock from one of the Company’s co-founders. In connection with the stock repurchase agreement, the Company issued subordinated promissory notes (the Notes) with a principal amount totaling $ 28.5 million to the co-founder. The Notes bore interest on the outstanding principal amount at the rate of 4.2922 % per year and were scheduled to mature in January 2026. In November 2021, in connection with the Company’s IPO, the Company repaid in full the outstanding principal amount of $ 28.5 million and accrued interest on the Notes. Upon repayment of the Notes in November 2021, the Company recognized the remaining unamortized debt premium of $ 1.5 million as a gain on extinguishment of debt recorded to other gains (losses), net in the consolidated statement of operations. 8. Commitments and Contingencies Commitments and Other Financial Arrangements —The Company has certain financial commitments and other arrangements including unused letters of credit and commitments under leases. See Note 7 – Debt and Note 9 – Leases for further discussion. Litigation and Other Legal Matters —The Company is involved from time to time in litigation, claims, and proceedings. Periodically, the Company evaluates the status of each legal matter and assesses potential financial exposure. If the potential loss from any legal proceeding or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimable. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based only on the information available at the time. As additional information becomes available, the Company reassesses the potential liability related to the legal proceeding or litigation, and may revise its estimates. Management is not currently aware of any matters that it expects will have a material effect on the financial position, results of operations, or cash flows of the Company. The Company has not accrued any material potential loss as of December 31, 2022 or 2021. 9. Leases Components of operating lease costs are as follows: (in millions) Year Ended December 31, 2022 2021 2020 Operating lease cost $ 3.4 $ 8.6 $ 7.5 Sublease income — ( 1.5 ) ( 1.8 ) Net lease cost $ 3.4 $ 7.1 $ 5.7 Lease term and discount rate are as follows: As of December 31, 2022 2021 Weighted-average remaining lease term (years) 4.6 5.5 Weighted-average discount rate 5.3 % 5.5 % Right-of-use assets were $ 11.3 million and $ 13.9 million as of December 31, 2022 and 2021, respectively. 79 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents The maturities of lease liabilities as of December 31, 2022 are as follows: (in millions) Years Ending December 31, Amount 2023 $ 3.7 2024 3.8 2025 2.5 2026 1.2 2027 1.3 Thereafter 1.8 Total undiscounted cash flows $ 14.3 Less: imputed interest ( 1.6 ) Present value of lease liabilities $ 12.7 Less: lease liabilities, current ( 3.1 ) Total lease liabilities, noncurrent $ 9.6 10. Redeemable Convertible Preferred Stock In connection with the Company’s IPO which was completed on November 8, 2021, all 7.5 million shares of the Company’s then-outstanding Series A redeemable convertible preferred stock automatically converted into an equal number of shares of Class A common stock. A summary of the Company’s Series A redeemable convertible preferred stock activity is as follows: (in millions, except share amounts which are in thousands) 2021 2020 Year Ended December 31, Shares Amount Shares Amount Balance as of beginning of year 7,687 $ 68.8 7,687 $ 68.8 Repurchase of Series A redeemable convertible preferred stock ( 102 ) ( 2.1 ) — — Conversion of Series A redeemable convertible preferred stock to Class A common stock ( 58 ) ( 0.5 ) — — Conversion of Series A redeemable convertible preferred stock to Class A common stock upon initial public offering ( 7,527 ) ( 66.2 ) — — Balance as of end of year — $ — 7,687 $ 68.8 In March 2021, the Company repurchased 0.1 million shares of Series A redeemable convertible preferred stock from an affiliated entity of a former member of its Board of Directors for $ 2.1 million. 11. Stockholders’ Equity Preferred Stock —Under the Company’s amended and restated certificate of incorporation, which became effective upon completion of the Company’s IPO on November 8, 2021, the Company is authorized to issue 5.0 million shares of preferred stock with a par value of $ 0.0001 per share. The Company’s Board of Directors may fix the rights, preferences, privileges and restrictions of the preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of the Company’s common stock. There were no shares of preferred stock outstanding as of December 31, 2022 or 2021. Common Stock —Under the Company’s amended and restated certificate of incorporation, which became effective upon completion of the Company’s IPO on November 8, 2021, the Company is authorized to issue 296.7 million shares of common stock with a par value of $ 0.0001 per share, including 265.0 million shares of Class A common stock and 31.7 million shares of Class B common stock. In connection with the Company’s IPO, all 31.7 million shares of the Company’s then-outstanding Class F common stock were converted into an equal number of shares of Class B common stock. 80 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Holders of all classes of common stock are entitled to dividends when, as and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to 10 votes. Prior to the Company’s IPO, the holder of each share of Class F common stock was entitled to 10 votes and the holders of Class G common stock were no t entitled to vote. Shares of Class B common stock are convertible, at any time at the option of the holder, into an equal number of shares of Class A common stock and automatically convertible upon Transfer, as defined below. Prior to the Company’s IPO, shares of Class F common stock and Class G common stock were convertible into an equivalent number of shares of Class A common stock and generally converted into shares of Class A common stock upon Transfer, as defined below. Class F common stock was convertible at the option of the holder at any time upon written notice to the transfer agent of the corporation and was automatically convertible upon Transfer. Class G common stock was not convertible at the option of the holder and was only automatically convertible upon Transfer. Transfer is defined as any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law. As of December 31, 2022 and 2021, there were 43.4 million and 35.0 million shares of Class A common stock issued and outstanding, respectively. Shares of Class B common stock issued and outstanding were 31.7 million as of both December 31, 2022 and 2021. On November 8, 2021, the Company completed its IPO, in which the Company sold 8.3 million shares of its Class A common stock, which includes the exercise in full of the underwriters’ option to purchase 1.1 million shares of Class A common stock, at a public offering price of $ 18.00 per share. The net proceeds to the Company from the IPO were $ 140.0 million after deducting underwriting discounts and commissions of $ 10.1 million. Additionally, the Company incurred offering costs of $ 5.2 million related to the IPO. In November 2020, the Company entered into a Class A Common Stock Purchase Agreement to sell shares of Class A common stock at $ 14.00 per share. The Company sold and issued approximately 3.9 million shares for gross proceeds of $ 54.3 million. Common Stock Transfers and Repurchase —In February 2021, the Company waived its right of first refusal and the CEO entered into a stock transfer agreement to sell approximately 0.1 million shares of Class A common stock to an existing investor at $ 14.00 per share for an aggregate purchase price of $ 2.1 million. The price per share was equivalent to the estimated fair value of the Company’s common stock on December 31, 2020 as determined by its Board of Directors with the assistance of a third-party valuation specialist. In January 2021, the Company waived its right of first refusal and the CEO entered into a stock transfer agreement to sell approximately 1.1 million shares of Class F common stock to an existing investor at $ 14.00 per share for an aggregate purchase price of $ 15.0 million. Upon consummation of the sale to the third party, the shares of Class F common stock were automatically converted into shares of Class A common stock on a 1 :1 basis in accordance with the rights and preferences of the Class F common stock. The price per share was equivalent to the estimated fair value of the Company’s common stock on December 31, 2020 as determined by its Board of Directors with the assistance of a third-party valuation specialist. Also in January 2021, the Company entered into a repurchase agreement with the CEO to repurchase approximately 0.9 million shares of Class F common stock at $ 14.00 per share for an aggregate purchase price of $ 12.4 million. In December 2020, the Company waived its right of first refusal and the CEO entered into a stock transfer agreement to sell approximately 0.5 million shares of Class F common stock to a third party at $ 14.00 per share for an aggregate purchase price of $ 7.7 million. Upon consummation of the sale to the third party, the 0.5 million shares of Class F common stock were automatically converted into shares of Class A common stock on a 1 :1 basis in accordance with the rights and preferences of the Class F common stock. No compensation expense was recorded on this transaction as management concluded that it was not a mechanism to provide compensation to employees, but rather an arms-length transaction between willing buyers and willing sellers, at a price per share determined by a third party. 81 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents In February 2020, four new investors led an offer to purchase approximately 1.7 million shares of Class A common stock from existing employees and service providers that hold common stock and vested options at a price of $ 14.00 per share for an aggregate purchase price of $ 23.8 million. The transaction was initiated by, and the purchase price was set by, the new investors. No compensation expense was recorded on the transaction as management concluded that it was not a mechanism to provide compensation to employees, but rather an arms-length transaction between willing buyers and willing sellers, at a price per share determined by a third party. Common Shares Reserved for Future Issuance The Company had reserved the following shares of Class A common stock for future issuance: (in thousands) As of December 31, 2022 2021 Shares outstanding from stock options and restricted stock units 13,517 10,261 Shares available for future equity award grants 7,554 3,679 Shares available for future ESPP offerings 201 841 Total shares reserved 21,272 14,781 Equity Incentive Plans —In 2012, the Company’s Board of Directors approved the adoption of the 2012 Equity Incentive Plan (the 2012 Plan). In October 2021, the Company’s Board of Directors approved the adoption of the 2021 Equity Incentive Plan (the 2021 Plan) and the termination of the 2012 Plan, both of which became effective in connection with the Company’s IPO completed on November 8, 2021. The 2021 Plan had an initial authorization to grant share-based awards for up to 4.1 million shares of Class A common stock, and additionally provides that any shares subject to outstanding awards under the 2012 Plan that are terminated, expire, are forfeited due to a failure to vest, are reacquired or withheld to satisfy a tax withholding obligation or to satisfy the purchase price or exercise price of a stock award will be added to the 2021 Plan and made available for future issuance. The termination of the 2012 Plan had no impact on the terms of outstanding awards under that plan. At the Company’s 2022 annual meeting of stockholders on May 25, 2022, the stockholders approved an amendment to the 2021 Equity Incentive Plan to increase the aggregate number of shares of Class A common stock reserved for issuance thereunder by 8.0 million shares. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting January 1, 2023 and ending on and including January 1, 2031, in an amount equal to 5 % of the total number of shares of the Company’s capital stock outstanding on December 31 of the prior calendar year, unless the Company’s Board of Directors determines prior to the date of increase that there will be a lesser increase, or no increase. Additionally, concurrent with the closing of the acquisition of OTB on July 11, 2022, the Compensation Committee of the Company’s Board of Directors granted RSU awards under the Inducement Plan to employees of OTB who were offered employment with the Company. See Note 5 — Business Combination for further discussion. The 2021 Plan and the predecessor 2012 Plan, both as amended, along with the Inducement Plan (collectively, the Plans) provide for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock units and restricted stock awards to employees, non-employee directors and consultants of the Company. Options to purchase Class A common stock granted under the Plans continue to vest until the last day of employment and generally will vest 25 % in the first year and monthly thereafter (for a total vesting period of 4 years), and expire 10 years from the date of grant. Class A common stock awards are generally issued to officers, directors, employees and consultants, and vest according to an award-specific schedule as approved by the Board of Directors. The exercise price of incentive stock options granted under the Plans must be at least equal to 100 % of the fair market value of the Company’s Class A common stock at the date of grant, as determined by the Board of Directors. The exercise price must not be less than 110 % of the fair market value of the Company’s Class A common stock at the date of grant for incentive stock options granted to an employee that owns greater than 10 % of the Company stock. 82 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents A summary of the Company’s stock option activity for its Plans is as follows: Outstanding Stock Options (in thousands) Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value (in millions) Balance as of December 31, 2021 6,443 $ 8.84 6.5 $ 45.3 Granted 1,324 $ 10.70 Exercised ( 1,346 ) $ 5.93 Cancelled/forfeited ( 309 ) $ 10.38 Balance as of December 31, 2022 6,112 $ 9.81 6.7 $ 11.9 Vested and exercisable as of December 31, 2022 3,861 $ 8.03 5.6 $ 11.2 The weighted-average grant-date fair value of options granted during 2022, 2021 and 2020 was $ 5.54 , $ 9.60 and $ 6.28 per share, respectively. The intrinsic value of options exercised was $ 6.7 million, $ 30.0 million and $ 25.9 million during 2022, 2021 and 2020, respectively. Total unrecognized compensation cost related to non-vested stock options granted under the Plans was $ 15.6 million as of December 31, 2022, with the cost expected to be recognized over a weighted-average period of 2.6 years. The Company estimates the fair values of options awarded on the date of grant using the Black-Scholes-Merton option-pricing model, which requires inputs, including the fair value of common stock, expected term, expected volatility, risk-free interest and dividend yield. The Company estimates the expected term of options using the simplified method described in Staff Accounting Bulletin Topic 14, as amended, as it does not have sufficient historical experience for determining the expected term of the awards granted. Expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The expected dividend yield was 0 % as the Company has not paid, and does not expect to pay, cash dividends. For awards granted prior to the IPO, the Company’s Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s Class A common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of Class A common stock; (ii) the rights and preferences of Redeemable Convertible Preferred Stock compared to Class A common stock; (iii) the lack of marketability of Class A common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or a sale of the Company, given prevailing market conditions. The per-share fair value of each stock option was determined on the date of grant using the following weighted-average assumptions and ranges of fair value of common stock: Year Ended December 31, 2022 2021 2020 Expected volatility 52.5 % 53.7 % 52.2 % Expected term (in years) 6.0 6.0 6.1 Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 2.6 % 1.1 % 0.6 % In March 2021, the Company entered into an Option Cancellation Agreement with a former member of its Board of Directors and his affiliated entity, pursuant to which the Company cancelled options to purchase an aggregate of 0.2 million shares of Class A common stock. The total consideration paid for the option cancellation was $ 2.4 million, of which $ 1.0 million was recognized as compensation expense for the excess amount paid over the purchase-date fair market value of the options. In August 2019, the Company entered into an Option Cancellation Agreement with a former member of its Board of Directors and his affiliated entity, pursuant to which the Company cancelled an option to purchase 0.1 million shares of Class A common stock held by Camelot Financial Capital Management LLC for consideration equal to $ 10.20 per share, minus the exercise price for the shares underlying such option. The total consideration paid to Camelot Financial Capital Management LLC was $ 0.8 million. 83 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Restricted Stock Units —The Plans also provide for the issuance of RSUs of the Company’s common stock to eligible participants. During 2020, the Company began issuing RSUs to certain employees and directors under the 2012 Plan. These RSUs are subject to service-based vesting conditions. The service-based vesting condition is generally satisfied over four years. A summary of the Company’s outstanding nonvested RSUs for its Plans is as follows: Number of Units (in thousands) Weighted-Average Grant Date Fair Value Nonvested as of December 31, 2021 3,818 $ 18.07 Granted 6,416 $ 10.47 Vested ( 1,521 ) $ 16.12 Forfeited ( 1,308 ) $ 15.65 Nonvested as of December 31, 2022 7,405 $ 12.27 The total fair value of shares that vested under RSUs was $ 17.7 million and $ 12.2 million during 2022 and 2021, respectively. Unrecognized compensation cost related to RSUs was $ 84.1 million as of December 31, 2022, with these costs expected to be recognized over a weighted-average period of approximately 2.9 years. Employee Stock Purchase Plan —The Company sponsors an ESPP which became effective in connection with the Company’s IPO completed on November 8, 2021. The ESPP allows eligible employees to buy shares of the Company’s Class A common stock at a 15 % discount of the stock’s market value on defined dates. The ESPP authorizes the issuance of 0.8 million shares of the Company’s Class A common stock under purchase rights granted to eligible employees, with automatic increases in the number of shares reserved for issuance on January 1 of each calendar year, beginning in 2023 and through 2031, subject to terms of the ESPP. There were 0.6 million shares of the Company’s Class A common stock purchased under the ESPP during 2022. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $ 6.3 million and $ 0.8 million during 2022 and 2021, respectively. Unrecognized compensation cost related to the ESPP was $ 4.0 million as of December 31, 2022, with these costs expected to be recognized over a period of 1.0 year through the end of the initial offering period. The impact of forfeitures under the ESPP are recognized as forfeitures occur. The fair value of purchase rights granted under the ESPP were determined on the date of grant using the following weighted-average assumptions: Year Ended December 31, 2022 2021 Expected volatility 59.6 % 49.8 % Expected term (in years) 1.0 1.4 Expected dividend yield 0 % 0 % Risk-free interest rate 2.8 % 0.4 % Stock-Based Compensation — The Company recognized stock-based compensation under the Plans and ESPP as follows: (in millions) Year Ended December 31, 2022 2021 2020 Research and development $ 12.0 $ 6.8 $ 3.1 Sales and marketing 12.4 5.8 1.9 General and administrative 10.0 5.3 1.4 Total $ 34.4 $ 17.9 $ 6.4 In addition, stock-based compensation of $ 6.3 million, $ 3.3 million and $ 1.6 million was capitalized related to software development costs in 2022, 2021 and 2020, respectively. 84 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents The Company did no t recognize any tax benefit for stock-based compensation arrangements in 2022 or 2021 due to the establishment of a valuation allowance. The Company recognized a tax benefit for stock-based compensation arrangements of $ 4.7 million in 2020, including an excess tax benefit of $ 3.7 million. 12. Income Taxes Income (loss) before the provision for (benefit from) income taxes consisted of the following: (in millions) Year Ended December 31, 2022 2021 2020 Domestic $ ( 16.3 ) $ ( 35.0 ) $ 1.9 Foreign ( 3.7 ) ( 2.7 ) ( 1.0 ) Total $ ( 20.0 ) $ ( 37.7 ) $ 0.9 The components of the provision for (benefit from) income taxes are as follows: (in millions) Year Ended December 31, 2022 2021 2020 Current: Federal $ 2.0 $ — $ ( 0.1 ) State 1.9 0.7 0.3 Foreign 0.1 — — Total 4.0 0.7 0.2 Deferred: Federal ( 12.3 ) 4.9 ( 4.0 ) State ( 1.6 ) ( 0.2 ) ( 0.6 ) Foreign 0.1 ( 0.6 ) — Total ( 13.8 ) 4.1 ( 4.6 ) Provision for (benefit from) income taxes $ ( 9.8 ) $ 4.8 $ ( 4.4 ) The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: (in millions) Year Ended December 31, 2022 2021 2020 Tax at federal statutory rate $ ( 4.2 ) $ ( 7.9 ) $ 0.4 Permanent items 0.3 — 0.5 Foreign rate differential 0.9 ( 0.2 ) 0.2 Stock-based compensation 1.0 ( 2.0 ) ( 3.1 ) Tax credits ( 6.1 ) ( 5.6 ) ( 4.9 ) Change in valuation allowance ( 3.7 ) 15.1 1.1 Tax contingency and interest 1.3 1.9 1.1 State taxes ( 0.7 ) ( 0.4 ) 0.1 Non-deductible contingent consideration 1.4 4.1 — Other — ( 0.2 ) 0.2 Tax at effective tax rate $ ( 9.8 ) $ 4.8 $ ( 4.4 ) The valuation allowance decreased by $ 3.7 million in 2022, mainly attributable to a corresponding reduction in the valuation allowance for a deferred tax liability related to the acquisition of OTB (see further discussion below), and corresponding changes in deferred tax assets, primarily net operating loss carryforwards and federal and state tax credits, partially offset by capitalization of research and development expenses under new tax regulations effective in 2022. 85 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets and liabilities are as follows: (in millions) As of December 31, 2022 2021 Deferred tax assets: Accruals and reserves $ 2.1 $ 0.6 Federal and state tax credits 14.0 17.9 Stock-based compensation 3.9 3.3 Capitalized research and development expenses 22.2 — Net operating loss carryforwards 4.1 13.5 Lease liabilities 3.1 3.7 Other 0.1 1.2 Total gross deferred tax assets 49.5 40.2 Deferred tax liabilities: Prepaid expense and other ( 0.6 ) ( 1.3 ) Right-of-use assets ( 2.8 ) ( 3.4 ) Basis difference for fixed assets and intangibles ( 28.0 ) ( 14.8 ) Total gross deferred tax liabilities ( 31.4 ) ( 19.6 ) Valuation allowance for deferred tax assets ( 19.3 ) ( 22.4 ) Net deferred tax liability $ ( 1.2 ) $ ( 1.8 ) The net deferred tax liability is recorded in Other Liabilities—Noncurrent on the Company’s consolidated balance sheet. As part of the acquisition of OTB on July 11, 2022, the Company recorded identified intangible assets of $ 50.1 million. As these identified intangible assets are not deductible for U.S. tax purposes, a related deferred tax liability of $ 12.1 million was recognized, which provided an additional source of taxable income to support the realization of a portion of the Company’s pre-existing U.S. deferred tax assets. As the Company had previously established a full valuation allowance against its net U.S. deferred tax assets, the Company reduced its deferred tax asset valuation allowance by a corresponding $ 12.1 million, with the reduction in allowance recognized as an income tax benefit in the consolidated statement of operations for the year ended December 31, 2022. As of December 31, 2022, the Company has federal net operating loss carryforwards of $ 6.3 million, of which $ 3.4 million, if not utilized, will begin to expire in 2034, and the remaining $ 2.9 million can be carried forward indefinitely. As of December 31, 2022, the Company has state net operating loss carryforwards of $ 32.9 million. The majority of state net operating loss carryforwards, if not utilized, will begin to expire on various dates beginning in 2032. In addition, as of December 31, 2022, the Company has $ 16.0 million and $ 9.6 million of California and federal research and development credit carryforwards, respectively. The California credits can be carried forward indefinitely. The federal credits will begin to expire on various dates beginning in 2040 and continuing through 2042. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of sufficient future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax-planning strategies in making this assessment. Based on the Company’s ongoing assessment of all available evidence, both positive and negative, including consideration of the Company’s historical profitability and the estimated impact of its operating model on future profitability, the Company concluded that it was more likely than not that its U.S. deferred tax assets in excess of deferred tax liabilities would not be realized. Accordingly, the Company recorded a valuation allowance against these net U.S. deferred tax assets as of December 31, 2022. The Company’s judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to the Company’s income tax provision in the period of change. 86 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents A reconciliation of unrecognized tax benefits, excluding accrued interest and penalties, are as follows: (in millions) Year Ended December 31, 2022 2021 2020 Balance as of beginning of year $ 8.4 $ 6.3 $ 4.8 Increases related to prior year tax positions — 0.6 0.3 Decreases related to prior year tax positions ( 0.2 ) — ( 0.1 ) Expiration of statute of limitations — — ( 0.1 ) Current year increases 1.7 1.5 1.4 Balance as of end of year $ 9.9 $ 8.4 $ 6.3 Interest and penalties were not material for 2022 and 2021. The Company accrued $ 0.1 million for interest and penalties on its uncertain tax positions for 2020. Unrecognized tax benefits of $ 0.4 million, as well as accrued interest and penalties, would affect the Company’s provision for income taxes if recognized. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. The Company files income tax returns in the U.S. federal and various state jurisdictions. The Company’s tax years for 2014 and forward are subject to examination by U.S. and various state tax authorities due to certain acquired attribute carryforwards. 13. Net Income (Loss) Per Basic and Diluted Share The Company computes earnings per share (EPS) in conformity with the two-class method required for participating securities. The two-class method is an earnings allocation method that determines net income (loss) per share for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings or losses. We consider early exercised share options to be participating securities. The impact of early exercised share options on basic and diluted EPS was immaterial for 2022, 2021 and 2020. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted EPS is computed by dividing income (loss) attributable to common stockholders by the number of diluted shares outstanding. Diluted shares equal the total of the basic shares outstanding and all potentially issuable shares, other than antidilutive shares, if any, weighted for the average days outstanding for the period. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method. 87 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents The following table provides a reconciliation of the numerators and denominators of the basic and diluted per share computations for net income (loss) attributable to common stockholders: (in millions, except per share amounts) Year Ended December 31, 2022 2021 2020 Numerator: Net income (loss) attributable to common stockholders – basic and diluted $ ( 10.2 ) $ ( 42.5 ) $ 5.3 Denominator: Weighted-average shares of common stock – basic 70.6 51.9 44.3 Effect of dilutive stock options and restricted stock units — — 4.3 Effect of potentially dilutive Series A redeemable convertible preferred stock — — 7.7 Weighted-average shares of common stock – diluted 70.6 51.9 56.3 Net income (loss) per share attributable to common stockholders: Basic $ ( 0.14 ) $ ( 0.82 ) $ 0.12 Diluted $ ( 0.14 ) $ ( 0.82 ) $ 0.09 The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock, as well as of Class F stock prior to the Company’s IPO in November 2021, are identical, except with respect to voting and conversion. See Note 11–Stockholders’ Equity for further discussion. As the liquidation and dividend rights are identical for Class A, Class B and predecessor Class F common stock, the undistributed earnings are allocated on a proportional basis and the resulting net income (loss) attributable to common stockholders will be the same for Class A, Class B and the predecessor Class F common stock on an individual or combined basis. The following common stock equivalents were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: (in millions) Year Ended December 31, 2022 2021 2020 Shares subject to outstanding stock options and restricted stock units 9.6 5.0 2.0 Employee stock purchase plan 1.4 0.6 — 14. Employee Benefit Plan The Company sponsors a 401(k) savings plan (the Savings Plan). All employees are eligible to participate in the Savings Plan after meeting certain eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the Savings Plan up to the limit allowed by the applicable income tax regulations. The Company’s current policy is to match employee contributions up to certain overall limits. The Company made matching contributions of $ 4.3 million, $ 3.5 million and $ 2.7 million during 2022, 2021 and 2020, respectively. 15. Related Party Transactions During 2017, the Company entered into a stock repurchase agreement to repurchase a specific number of shares of Class G common stock from one of the Company’s co-founders. In connection with the stock repurchase agreement, the Company issued Notes with a principal amount totaling $ 28.5 million to the co-founder. The Notes bore interest on the outstanding principal amount at the rate of 4.2922 % per year and were scheduled to mature in 2026. In November 2021, in connection with the Company’s IPO, the Company repaid in full the outstanding principal amount of $ 28.5 million and accrued interest on the Notes. See Note 7–Debt for further discussion on the Notes. Additionally, see Note 10–Redeemable Convertible Preferred Stock and Note 11–Stockholders’ Equity for discussion on certain equity and options-related transactions with a former member of the Company’s Board of Directors and his affiliated entity, as well as with the Company’s CEO. There were no other material related party transactions during 2022, 2021 or 2020. ****** 88 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.