NERDWALLET, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The management of the Company, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. The management of the Company, including the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the management of the Company concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022. This Annual Report on Form 10-K does not include an attestation report on the Company’s internal control over financial reporting from the Company’s independent registered public accounting firm due to the Company’s status as an “emerging growth company” under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitations on Effectiveness of Controls The management of the Company, including the Company’s Chief Executive Officer and Chief Financial Officer, believes that the Company’s disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 89 Table of Contents Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. Part III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to the Proxy Statement for our 2023 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 31, 2022. Item 11. Executive Compensation. The information required by this item is incorporated by reference to the Proxy Statement for our 2023 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 31, 2022. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to the Proxy Statement for our 2023 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 31, 2022. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to the Proxy Statement for our 2023 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 31, 2022. Item 14. Principal Accountant Fees and Services. The information required by this item about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ) is incorporated by reference to the Proxy Statement for our 2023 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 31, 2022. 90 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules. (a) Exhibits. Exhibit Number Description of Exhibit Location 2.1 Agreement and Plan of Merger and Reorganization, dated June 23, 2022, by and among NerdWallet, Inc., On the Barrelhead, Inc., Bighorn Merger Sub Corp., Bighorn Merger Sub 2, LLC, NerdWallet Compare, Inc. and Fortis Advisors LLC, as the stockholder representative. Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed June 24, 2022 3.1 Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed November 10, 2021 3.2 Amended and Restated Bylaws of the Registrant . Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed November 10, 2021 4.1 Description of Securities of the Registrant. Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (No. 001-40994) filed March 24, 2022 10.1 Investors’ Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated January 30, 2015. Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.2 Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated June 19, 2015. Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.3 Second Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated August 26, 2015. Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.4 Third Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated June 29, 2016. Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.5 Amendment No. 4 to the Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated April 7, 2020. Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.6 Side Letter, by and among entities affiliated with iGlobe Partners and the Registrant, dated November 26, 2020. Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.7 Side Letter, by and between Innovius Capital Sirius I L.P. and the Registrant, dated July 17, 2020. Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.8 Side Letter Amendment Agreement, by and between Innovius Capital Sirius I, L.P. and the Registrant, dated October 19, 2021. Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 10.9 Amended and Restated Senior Secured Credit Facilities Credit Agreement between Silicon Valley Bank and the Registrant, dated February 19, 2021, as amended by the Third Amendment thereto, dated September 15, 2022. Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (No. 001-40994) filed November 2, 2022 10.10 Sublease Agreement between Yelp Inc. and the Registrant, dated April 27, 2021. Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.11+ 2012 Equity Incentive Plan. Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 91 Table of Contents Exhibit Number Description of Exhibit Location 10.12+ Forms of Stock Option Agreement, Notice of Stock Option Grant, and Exercise Notice under the 2012 Equity Incentive Plan. Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.13+ Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan. Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.14+ 2021 Equity Incentive Plan, as amended. Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-265197) filed May 25, 2022 10.15+ Forms of Notice of Stock Option Grant, Stock Option Agreement, and Exercise Notice under the 2021 Equity Incentive Plan. Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 10.16+ Form of Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan. Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 10.17+ 2022 Inducement Equity Incentive Plan. Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-266087) filed July 11, 2022 10.18+ Form of RSU Inducement Award Agreement for OTB Founders under the 2022 Inducement Equity Incentive Plan. Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (No. 333-266087) filed July 11, 2022 10.19+ Form of RSU Inducement Award Agreement for Other Employees under the 2022 Inducement Equity Incentive Plan. Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (No. 333-266087) filed July 11, 2022 10.20+ 2021 Employee Stock Purchase Plan. Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 10.21+ Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer. Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.22+ Change of Control and Severance Policy. Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.23+ Offer Letter, by and between Tim Chen and the Registrant, dated June 25, 2021. Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.24+ Offer Letter, by and between Lauren StClair and the Registrant, dated November 23, 2020. Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 10.25+ Consulting Services Agreement by and between NerdWallet, Inc. and Kelly Gillease. Exhibit 10.1 to the Registrant’s Amended Current Report on Form 8-K/A (No. 001-40994) filed October 3, 2022 21.1 Subsidiaries of the Registrant. Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (No. 001-40994) filed March 24, 2022 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm. Filed herewith 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 92 Table of Contents Exhibit Number Description of Exhibit Location 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 101.INS XBRL Instance Document.(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ** 101.SCH XBRL Taxonomy Extension Schema Document. ** 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. ** 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. ** 101.LAB XBRL Taxonomy Extension Label Linkbase Document. ** 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. ** 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101). ** _____________ + Indicates a management contract or compensatory plan. * The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. ** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. (b) Financial Statement Schedules. All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto. Item 16. Form 10-K Summary. None. 93 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 23, 2023. NERDWALLET, INC. By: /s/ Tim Chen Tim Chen Chief Executive Officer By: /s/ Lauren StClair Lauren StClair Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Tim Chen Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) February 23, 2023 Tim Chen /s/ Lauren StClair Chief Financial Officer ( Principal Financial and Principal Accounting Officer ) February 23, 2023 Lauren StClair /s/ Jennifer Ceran Director February 23, 2023 Jennifer Ceran /s/ Lynne Laube Director February 23, 2023 Lynne Laube /s/ Thomas Loverro Director February 23, 2023 Thomas Loverro /s/ Kenneth T. McBride Director February 23, 2023 Kenneth T. McBride /s/ Maurice Taylor Director February 23, 2023 Maurice Taylor 94