What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-20 · 291 added, 263 removed, 720 unchanged (43% of the section changed)

7 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income ( Loss )

Consolidated Statements of Stockholders’ Equity

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We have audited the accompanying consolidated balance sheets of NerdWallet, Inc.

and subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023 and the results of its operations and cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

30 unchanged sentences

Intangible assets—net 33.3 46.9

Deferred tax asset—noncurrent

Right-of-use assets 5.3 7.2

5 unchanged sentences

Accrued expenses and other current liabilities 51.2 35.6

Contingent consideration—current — 30.9

Total current liabilities 60.1 37.3

31 unchanged sentences

Interest expense ( 0.7 ) ( 0.8 ) ( 2.5 )

Other gains (losses), net ( 0.1 ) — 2.6

Other losses, net

( 8.5 ) ( 0.1 ) —

Total other income (expense), net ( 4.4 ) 2.7 ( 1.0 )

1 unchanged sentence

Income tax provision (benefit) ( 25.4 ) 18.1 ( 9.8 )

Net Income (Loss)

$ 30.4 $ ( 11.8 ) $ ( 10.2 )

Net Loss Per Share Attributable to Common Stockholders

Net Income (Loss) Per Share Attributable to Common Stockholders

Basic $ 0.40 $ ( 0.15 ) $ ( 0.14 )

Diluted $ 0.38 $ ( 0.15 ) $ ( 0.14 )

Weighted-average Shares Used in Computing Net Loss Per Share Attributable to Common Stockholders

Weighted-average Shares Used in Computing Net Income (Loss) Per Share Attributable to Common Stockholders

Basic 76.5 76.7 70.6

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

Year Ended December 31, 2024 2023 2022

Net Income (Loss)

$ 30.4 $ ( 11.8 ) $ ( 10.2 )

1 unchanged sentence

Change in foreign currency translation 0.1 0.6 ( 1.4 )

Comprehensive Loss

Comprehensive Income (Loss)

$ 30.5 $ ( 11.2 ) $ ( 11.6 )

7 unchanged sentences

Balance as of December 31, 2021

Issuance of Class A common stock upon initial public offering 8,338 — 134.8 134.8

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 surrendered for employees’ tax liability upon settlement of restricted stock units ( 44 ) — ( 0.6 ) ( 0.6 )

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 )

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

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Balance as of December 31, 2022

75,120 $ — $ 427.3 $ ( 0.9 ) $ ( 84.7 ) $ 341.7

Issuance of Class A common stock upon exercise of stock options 1,584 — 10.2 10.2

Vesting of early exercised stock options — — 0.2 0.2

Issuance of Class A common stock pursuant to settlement of restricted stock units 2,253 — —

1 unchanged sentence

Issuance of Class A common stock under Employee Stock Purchase Plan 346 — 3.0 3.0

Issuance of Class A common stock for business combination 4,935 — 43.2 43.2

Repurchase of Class A common stock ( 2,268 ) — ( 20.0 ) ( 20.0 )

Stock-based compensation 44.3 44.3

Other comprehensive loss ( 1.4 ) ( 1.4 )

Other comprehensive income

Net loss ( 11.8 ) ( 11.8 )

Balance as of December 31, 2023

NERDWALLET, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Stockholders’ Equity

(in millions, except share amounts which are in thousands)

Shares Amount

Balance as of December 31, 2022 75,120 $ — $ 427.3 $ ( 0.9 ) $ ( 84.7 ) $ 341.7

76,940 $ — $ 483.7 $ ( 0.3 ) $ ( 116.5 ) $ 366.9

Issuance of Class A common stock upon exercise of stock options 968 — 6.3 6.3

5 unchanged sentences

Other comprehensive income

Net loss ( 11.8 ) ( 11.8 )

Balance as of December 31, 2024 74,108 $ — $ 530.9 $ ( 0.2 ) $ ( 166.5 ) $ 364.2

6 unchanged sentences

Operating Activities:

Net income (loss)

$ 30.4 $ ( 11.8 ) $ ( 10.2 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 48.4 48.2 37.0

3 unchanged sentences

Non-cash lease costs 2.2 2.8 2.6

Other, net 2.9 1.3 ( 2.1 )

Changes in operating assets and liabilities, net of business combination:

Other losses, net

Changes in operating assets and liabilities, net of business combinations:

Accounts receivable ( 27.0 ) 10.7 ( 18.7 )

Prepaid expenses and other assets ( 1.8 ) ( 4.4 ) ( 0.7 )

Mortgage loans held for sale

Accounts payable 6.6 ( 1.8 ) ( 5.6 )

5 unchanged sentences

Investing Activities:

Purchase of investment

Capitalized software development costs ( 20.7 ) ( 28.8 ) ( 27.6 )

Purchase of property and equipment ( 0.6 ) ( 0.7 ) ( 4.6 )

Business combination, net of cash acquired

Business combinations, net of cash acquired

( 0.3 ) — ( 68.1 )

Net cash used in investing activities ( 29.7 ) ( 29.5 ) ( 100.3 )

1 unchanged sentence

Payment of contingent consideration — ( 16.9 ) ( 19.0 )

Net repayment on warehouse line of credit

Proceeds from line of credit — 7.5 70.0

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Payment of debt issuance costs

Principal repayment of subordinated promissory notes — — ( 28.5 )

Repurchase of Series A redeemable convertible preferred stock — — ( 2.1 )

Proceeds from exercise of stock options 6.3 10.2 7.7

1 unchanged sentence

Tax payments related to net-share settlements on restricted stock units ( 2.1 ) ( 1.1 ) ( 0.6 )

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 )

Repurchase of Class A common stock ( 80.1 ) ( 20.0 ) —

Repurchase of Class F common stock — — ( 12.4 )

Repurchase of stock options — — ( 1.4 )

Net cash provided by (used in) financing activities ( 26.2 ) ( 8.4 ) 100.2

Net cash used in financing activities

( 76.5 ) ( 26.2 ) ( 8.4 )

Effect of exchange rate changes on cash and cash equivalents 0.3 0.1 ( 0.2 )

10 unchanged sentences

Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities $ 0.4 $ 0.5 $ 0.9

Purchase of property and equipment recorded in accounts payable and accrued expenses and other current liabilities

Offering costs related to initial public offering not yet paid — — 1.0

Repurchases of Class A common stock recorded in accrued expenses and other current liabilities

Supplemental Disclosures of Cash Flow Information:

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Cash paid for amounts included in the measurement of lease liabilities $ 3.9 $ 3.7 $ 3.1

Lease liabilities arising from obtaining right-of-use assets — — 7.8

See notes to consolidated financial statements.

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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, 2023.

Certain comparative amounts for prior fiscal years have been reclassified to conform to the financial statement presentation as of and for the year ended December 31, 2024.

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.

The Company’s CODM is its Chief Executive Officer, who regularly reviews consolidated net income (loss) as reported on the consolidated statements of operations, along with other financial information presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance, including non-GAAP operating income (loss) and adjusted EBITDA which are key performance indicators to assess operational efficiency and profitability.

As a result, the Company has concluded that it has one operating segment.

The measure of segment assets is presented as total assets in the consolidated balance sheets.

Significantly all of the Company’s revenue in 2024, 2023 and 2022 was from customers located in the United States.

Significantly all of the Company’s long-lived assets as of December 31, 2024 and 2023 were located in the United States.

Components of segment costs and expenses, along with a reconciliation to income (loss) from operations, are as follows:

(in millions)

Year Ended December 31, 2024 2023 2022

Revenue $ 687.6 $ 599.4 $ 538.9

Costs and Expenses:

Performance marketing 297.4 206.5 168.4

Brand marketing 68.6 84.4 106.3

Personnel-related expenses 1

178.2 190.0 180.3

Stock-based compensation 1

40.1 44.3 40.7

Capitalized internally developed software costs ( 24.0 ) ( 32.4 ) ( 33.7 )

Depreciation and amortization 48.4 48.2 37.0

Other segment costs and expenses 2

69.5 54.8 58.9

Total costs and expenses 678.2 595.8 557.9

Income (loss) from operations $ 9.4 $ 3.6 $ ( 19.0 )

(1) Gross of capitalized internally developed software costs.

(2) Primarily includes cost of revenue and non-personnel-related operating expenses (each excluding depreciation and amortization), restructuring charges, and acquisition-related retention and expenses .

Other segment items included in consolidated net income (loss) are presented in the consolidated statements of operations, and comprised of other income (expense), net, and income tax provision (benefit).

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.

Significant estimates and assumptions made by management include determination of stock-based compensation, 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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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Based on these facts, collectability of bank balances appears to be adequately assured.

The Company had one customer which accounted for 14 % of total accounts receivable as of December 31, 2023, and two customers which accounted for 15 % and 12 % of total accounts receivable as of December 31, 2022.

The Company had two customers which accounted for 13 % and 11 % of revenue in 2023, one customer which accounted for 12 % of revenue in 2022, and no customer which accounted for more than 10% of revenue in 2021.

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.

The Company had two customers which accounted for 14 % and 13 % of total accounts receivable as of December 31, 2024, and one customer which accounted for 14 % of total accounts receivable as of December 31, 2023.

The Company had two customers which accounted for 22 % and 11 % of revenue in 2024, two customers which accounted for 13 % and 11 % of revenue in 2023, and one customer which accounted for 12 % of revenue in 2022.

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.

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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.

Translation adjustments are included as a separate component in the consolidated statement of comprehensive income (loss), and in effect of exchange rate changes on cash and cash equivalents in 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 losses, net in the 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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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.

The carrying values of the Company’s cash and cash equivalents, accounts receivable-net, and accounts payable and other accrued expenses are deemed to approximate fair value due to their short-term and highly liquid nature.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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 $ 1.3 million and $ 1.4 million as of December 31, 2023 and 2022, respectively.

The allowance for credit losses was $ 0.5 million and $ 1.3 million as of December 31, 2024 and 2023, respectively.

The Company does no t have any off-balance-sheet credit exposure related to its customers.

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Amortization expense is included within cost of revenue in the consolidated statement of operations.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business Combinations — The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair value.

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Significant judgment was employed in determining the appropriateness of these inputs.

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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill — The Company evaluates goodwill for impairment annually during the fourth quarter, 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.

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, an impairment loss would be recognized 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.

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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, intangible assets and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

Impairment of Long-Lived Assets — The Company reviews long-lived assets, including property and equipment, capitalized software development costs, intangible assets and right-of-use (ROU) 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.

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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.

Under revenue recognition guidance, revenue is recognized when performance obligations under the terms of a contract with a financial services partner are satisfied and promised goods and services have transferred to the partner, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Services are generally transferred to the financial services partner at a point in time, and the performance obligation is a series of distinct actions, leads or clicks.

For revenue generated from revenue per action or revenue per funded loan arrangements in which fees are earned from financial services partners 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 financial services partner.

As a result, the transaction price is considered variable and an estimate of the constrained transaction price is recorded as revenue when the match occurs, subject to a constraint.

Constrained revenue is recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

The Company records a contract asset, which is included within p repaid expenses and other current assets in the consolidated balance sheet, at the end of each reporting period 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.

Various factors are analyzed to estimate the constrained revenue, including the Company’s historical approval rates and historical time between when a consumer request for a financial product is delivered to a financial services partner and when the consumer meets the achievement or attainment requirements of the financial services partner.

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.

The Company records a deferred revenue liability, which is included within accrued expenses and other current liabilities in the consolidated balance sheet, for fees received related to unsatisfied performance obligations at the end of each reporting period, with the performance obligations expected to be satisfied in the following reporting period.

NERDWALLET, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the end of each reporting period 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 Company records a deferred revenue liability for fees received related to unsatisfied performance obligations at the end of each reporting period, with the performance obligations expected to be satisfied in the following reporting period.

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 services are generally transferred to the customer at a point in time, when the performance obligation is met, based on reliable indicators of completion.

The Company’s payment terms vary by customer and verticals.

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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 $ 294.7 million, $ 278.9 million, and $ 197.3 million for 2023, 2022 and 2021, respectively.

Components of sales and marketing expenses are as follows:

(in millions)

Year Ended December 31, 2024 2023 2022

Performance marketing $ 297.4 $ 206.5 $ 168.4

Brand marketing 68.6 84.4 106.3

Organic and other marketing 104.6 110.6 100.9

Total sales and marketing $ 470.6 $ 401.5 $ 375.6

Advertising expense includes performance and brand marketing, as well as certain external organic and other marketing costs, and is expensed as incurred.

Advertising expense totaled $ 370.3 million, $ 294.7 million, and $ 278.9 million for 2024, 2023 and 2022, 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.

The Company’s 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.

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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.

Operating leases are included in other assets, accrued expenses and other current liabilities, and other liabilities-noncurrent in the consolidated balance sheets.

NERDWALLET, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Stock-Based Compensation —The Company has granted stock-based awards, including restricted stock units (RSUs), stock options and purchase rights granted under our employee stock purchase plan (ESPP), to employees, directors and non-employees.

The Company measures compensation expense for stock-based awards based on the estimated fair value of the awards on the date of grant.

The fair value of RSUs is estimated based on the fair value of our Class A common stock on the grant date.

Stock Options :The fair value of stock options is estimated using the Black-Scholes-Merton option-pricing model.

The Black-Scholes-Merton option-pricing model considers several variables and assumptions in estimating the grant date fair value of stock-based awards.

These assumptions include:

• Fair Value of Class A Common Stock —The fair value of the Company’s Class A common stock is determined on the grant date using the closing price of the Company’s Class A common stock.

• Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding, and is estimated as the expected term based on the simplified method.

• Expected Volatility —Expected volatility is a measure of the amount by which the stock price is expected to fluctuate.

Since the Company does not have sufficient trading history of its Class A common stock, the Company estimates the expected volatility by taking the average historical volatility of a group of comparable publicly-traded companies over a period equal to the expected term of the awards.

• Risk-Free Interest Rate —The risk-free interest rate is based on the U.S.

Treasury yield in effect at the time of grant for zero-coupon U.S.

Treasury notes with maturities approximately equal to the expected term of the stock option award.

• Expected Dividend —The Company utilizes a dividend yield of zero , as the Company does not currently issue dividends and does not expect to do so in the future.

The fair value of purchase rights granted under the Company’s ESPP is estimated using the component measurement approach with valuations of the components based on the Company’s stock price on the grant date and/or the Black-Scholes-Merton option-pricing model, as appropriate for the applicable components.

The fair value of stock-based awards with only a service condition and that are expected to vest is recognized as compensation expense on a straight-line basis over the requisite service period.

The fair value of stock-based awards with performance-conditions is recognized as compensation expense over the requisite service period using the accelerated attribution method based on an assessment of the probability of achieving the requisite performance metrics.

The requisite service period of awards is generally the same as the vesting period of the respective awards.

The Company recognizes forfeitures as they occur for equity awards with a service condition.

Income Taxes — The Company accounts for income taxes under an asset and liability approach.

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The Company’s policy is to include interest and penalties within its provision for income taxes.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

The Company considers early exercised share options to be participating securities.

The impact of early exercised share options on basic and diluted EPS was immaterial for 2024, 2023 and 2022.

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 net 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 EPS by application of the treasury stock method.

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion.

See Note 10–Stockholders’ Equity for further discussion.

As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportional basis and the resulting net income (loss) attributable to common stockholders is the same for Class A and Class B common stock on an individual or combined basis.

Comprehensive Income (Loss) — Comprehensive income (loss) is defined as a change in equity resulting from transactions from non-owner sources.

1 unchanged sentence

Other comprehensive income (loss) includes adjustments for foreign currency translation.

Subsequent Events —The Company evaluated subsequent events through February 20, 2024, 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.

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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 Issued Accounting Pronouncements Not Yet Adopted — In November 2023, the FASB issued ASU No.

Recently Adopted Accounting Pronouncement — In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance in ASU 2023-07 will be required to be applied for the year ending December 31, 2024 and for the interim periods within the following year ending December 31, 2025.

Early adoption is permitted.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

In December 2023, the FASB issued ASU No.

The Company adopted the provisions of ASU 2023-07 for the year ending December 31, 2024, and applied the guidance retrospectively to all prior periods presented in the financial statements.

Given the disclosure focus of ASU 2023-07, the adoption of this new standard did not have an effect on the Company’s financial position and results of operations in its consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted —In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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The guidance should be applied on a prospective basis, but retrospective application is permitted.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (ASU 2024-09), which requires additional disclosure of certain costs and expenses within the notes to the financial statements.

The guidance in ASU 2024-03 is effective for annual reporting periods beginning with the year ending December 31, 2027, and for interim reporting periods beginning in 2028.

Early adoption is permitted and the guidance may be applied on a prospective or retrospective basis.

NERDWALLET, INC.

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Year Ended December 31, 2024 2023 2022

$ 191.6 $ 45.0 $ 34.5

Credit cards 176.4 209.7 210.3

Loans 101.6 109.1 126.4

109.8 101.2 91.4

Loans 84.5 101.6 109.1

Emerging verticals

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Total revenue $ 687.6 $ 599.4 $ 538.9

During 2024, the Company recognized $ 4.1 million of revenue that was deferred as of December 31, 2023, all of which was recognized during the three months ended March 31, 2024.

The deferred revenue balance as of December 31, 2024 was $ 0.2 million, which decreased compared to December 31, 2023 due to timing differences in customer payments.

Revenue recognized during 2023 and 2022 which was deferred as of the prior year end was immaterial .

The contract asset recorded within prepaid expenses and other current assets on the consolidated balance sheet related to estimated variable consideration was $ 6.8 million and $ 5.5 million as of December 31, 2024 and 2023, respectively.

Insurance revenue is primarily generated through revenue per click arrangements.

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.

SMB products revenue is primarily generated through revenue per funded loan, revenue per action and revenue per lead arrangements.

Loans revenue is primarily generated through revenue per funded loan and revenue per lead arrangements.

Emerging verticals revenue is primarily generated through revenue per click, revenue per action and revenue per lead arrangements.

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:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s assets 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

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Certificate of deposit — 2.2 — 2.2

Mortgage loans held for sale

$ 36.8 $ 4.8 $ — $ 41.6

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$ 89.8 $ 2.1 $ — $ 91.9

Contingent consideration $ — $ — $ 30.9 $ 30.9

NERDWALLET, INC.

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Payment ( 30.9 )

Change in fair value, recognized in earnings — 6.7

Balance as of end of year $ —

Contingent consideration liabilities related to acquisitions were measured at fair value each reporting period using Level 3 unobservable inputs.

The contingent consideration liability was the estimated fair value of the earnout payments for the Fundera, Inc.

(Fundera) and Know Your Money (KYM) business combinations in 2020.

As of December 31, 2022, Fundera’s revenue and profitability milestones for 2022 were achieved and the contingent consideration liability was recorded at the full payout amount, with the contingent consideration liability paid in full during 2023.

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 would be achieved based on expected future performance by the acquired entity.

Contingent consideration liabilities related to acquisitions were previously measured at fair value each reporting period using Level 3 unobservable inputs.

As of December 31, 2022, Fundera, Inc.’s revenue and profitability milestones for 2022 were achieved and the contingent consideration liability was recorded at the full payout amount, with the contingent consideration liability paid in full during 2023.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

During 2024, the Company made a strategic investment of $ 8.1 million in equity securities of a privately-held company over which the Company does not exercise significant influence.

These equity securities do not have a readily determinable fair value and are accounted for under the measurement alternative.

Under the measurement alternative, the carrying value of the security is measured at cost less any impairment.

An equity security without a readily determinable fair value is considered impaired when the fair value of the Company’s interest is less than the carrying value.

During the three months ended December 31, 2024, the Company became aware of certain developments and circumstances that indicated that there was a decline in the fair value of this investment.

As a result, the Company performed an assessment of the equity investment, including a review of the financial condition, operating results and liquidity prospects of the equity issuer.

Based on this assessment, the Company concluded that the equity investment was fully impaired as of December 31, 2024, and recorded an impairment loss of $ 8.1 million during 2024 which is included in other losses, net on both the Company’s consolidated statements of operations and of cash flows.

Significant Consolidated Balance Sheet Components

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Certificate of deposit 2.2 2.1

Mortgage loans held for sale

Other current assets 2.0 1.4

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Total property, equipment and software—net $ 43.0 $ 52.6

The Company capitalized $ 34.0 million, $ 34.1 million and $ 24.2 million of software development costs, and recorded amortization expense of $ 28.9 million, $ 22.1 million and $ 16.7 million, during 2023, 2022 and 2021, respectively.

Losses on disposal related to software development costs were $ 0.8 million for 2021, with no losses in 2023 or 2022.

Depreciation and amortization, exclusive of amortization of capitalized software development costs and intangible assets, was $ 2.3 million, $ 1.9 million and $ 2.4 million in 2023, 2022 and 2021, respectively.

NERDWALLET, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company capitalized $ 24.2 million, $ 34.0 million and $ 34.1 million of software development costs, and recorded amortization expense of $ 32.8 million, $ 28.9 million and $ 22.1 million, during 2024, 2023 and 2022, respectively.

No losses on disposal related to software development costs were recorded in 2024, 2023 or 2022.

Depreciation and amortization, exclusive of amortization of capitalized software development costs and intangible assets, was $ 2.2 million, $ 2.3 million and $ 1.9 million in 2024, 2023 and 2022, respectively.

Accrued expenses and other current liabilities consisted of the following:

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Accrued compensation 4.8 4.5

Deferred revenue

Income taxes payable

Warehouse line of credit

Operating lease liabilities 2.3 3.4

Deferred compensation liability related to earnouts — 1.7

Deferred revenue

Other accrued expenses 4.6 2.4

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As of December 31, 2024 2023

Unrecognized tax benefit liability

Operating lease liabilities 6.2 9.6

Deferred tax liability, net $ 0.2 $ 0.7

Operating lease liabilities 4.1 6.2

Unrecognized tax benefit liability

Other noncurrent liabilities 0.2 0.3

Total other liabilities—noncurrent $ 13.3 $ 14.4

Business Combination

Business Combinations

Next Door Lending LLC —On October 1, 2024, the Company acquired all outstanding equity interests of Next Door Lending LLC (NDL), a mortgage brokerage, for a purchase consideration of $ 1.0 million in cash.

The acquisition of NDL is intended to allow the Company to provide mortgage shoppers with more hands-on guidance.

The acquisition has been accounted for as a business combination.

The fair value of assets acquired totaled $ 7.2 million, and was primarily comprised of $ 0.7 million of cash and cash equivalents, $ 4.7 million of mortgage loans held for sale, $ 1.1 million of contract assets, and $ 0.4 million for an ROU asset.

The fair value of liabilities assumed totaled $ 7.1 million, and was primarily comprised of $ 2.1 million of accounts payable and accrued expenses and $ 4.6 million of short-term borrowings under a warehouse line of credit, and $ 0.4 million for lease liabilities.

The Company recorded $ 0.9 million of goodwill for this business acquisition.

Additionally, under the purchase agreement, certain employees of NDL could earn up to an aggregate of $ 3.5 million of performance-based cash earnout awards, with the value of such earnout awards to be recognized as compensation expense following the close of the acquisition through 2028, generally subject to the employees’ continued employment with the Company.

The value of these cash earnout awards are excluded from the purchase consideration and accounted for separately from the business combination.

NDL’s contribution following the closing of the acquisition through December 31, 2024 was not material to the Company’s revenue and operating income for 2024, Pro forma results of operations have not been provided to reflect the NDL acquisition as such results would not have been materially different from the Company’s reported results.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On the Barrelhead, Inc.

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(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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Half of the stock consideration was 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

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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 $ 2.3 million of RSU awards to non-management employees of OTB will generally 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.

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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.

The value of cash awards under these retention agreements are generally 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 generally recognized as stock-based compensation ratably over the respective vesting terms of the awards.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchase Accounting

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Total intangible assets $ 50.1 4.9

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information for the years ended December 31, 2022 and 2021 is presented as if the OTB acquisition, including the related debt financing, was completed on January 1, 2021.

The following unaudited pro forma financial information for the year ended December 31, 2022 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.

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Balance as of beginning of year $ 111.5 $ 111.2

Acquisition of OTB — 68.1

Foreign currency translation adjustment — 0.3

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No impairment charges have been recorded for goodwill in 2024, 2023 or 2022.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets with definite lives related to the following:

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Total $ 87.5 $ ( 54.2 ) $ 33.3

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions) Weighted-Average Remaining

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Trade names 0.4 ( 0.4 ) —

Foreign currency translation adjustment ( 0.2 )

Total $ 87.3 $ ( 40.4 ) $ 46.9

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The Credit Facility replaced the Company’s prior credit facility under the Amended and Restated Senior Secured Credit Facilities Credit Agreement dated February 19, 2021 between the Company and Silicon Valley Bank, as administrative agent (the Prior Credit Agreement), which was terminated substantially concurrently with the Company’s entering into the Credit Agreement.

The Company is charged a commitment fee of between 0.25 % and 0.35 % of the total facility commitments, depending on the Company’s total net leverage ratio.

Borrowings under the Credit Facility bear interest at a floating rate and may be maintained as alternate base rate loans (tied to the prime rate, the federal funds rate plus 0.50 %, the overnight bank funding rate plus 0.50 %, or the adjusted term secured overnight financing rate (SOFR) for a one-month period plus 1.00 %) or as term benchmark loans tied to adjusted term SOFR plus 0.10 %, in each case plus a margin of 2.25 % to 2.75 % depending on the Company’s total net leverage ratio.

There was no outstanding balance under the Credit Agreement at December 31, 2024 or 2023.

The available amount to borrow under the Credit Facility was $ 123.9 million and $ 123.7 million at December 31, 2024 and 2023, respectively, which was equal to the available amount under the agreement of $ 125.0 million net of letters of credit of $ 1.1 million and $ 1.3 million, respectively.

NERDWALLET, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company is charged a commitment fee of between 0.25 % and 0.35 % of the total facility commitments, depending on the Company’s total net leverage ratio.

There was no outstanding balance under the Credit Agreement at December 31, 2023.

The available amount to borrow under the Credit Facility was $ 123.7 million at December 31, 2023, which was equal to the available amount under the agreement of $ 125.0 million net of letters of credit of $ 1.3 million.

The Credit Agreement requires the Company to comply with maximum total net leverage and minimum fixed charge coverage ratios.

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The events of default would permit the lenders to terminate commitments and accelerate the maturity of borrowings under the Credit Facility if not cured within applicable grace periods.

The Company was in compliance with all covenants as of December 31, 2023.

The Company’s Prior Credit Agreement with Silicon Valley Bank, which over time had been amended and restated was secured by certain qualifying accounts receivable of the Company.

The Prior Credit Agreement provided 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, and had a scheduled termination date of December 2, 2023.

Under the terms of the Prior Credit Agreement, revolving loans could be either SOFR Loans or Alternative Base Rate (ABR) Loans.

Outstanding SOFR Loans incurred interest at the Adjusted SOFR Rate (which is defined in the Prior 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 would 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 was charged a commitment fee of 0.30 % per year for committed but unused amounts.

The Company was in compliance with all covenants as of December 31, 2024 and 2023, respectively.

On July 7, 2022, the Company borrowed $ 70.0 million under the Prior 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 was no outstanding balance under the Prior Credit Agreement at December 31, 2022.

The available amount to borrow under the Prior Credit Agreement was $ 98.3 million as of December 31, 2022, which was equal to the available amount under the Prior Credit Agreement of $ 100.0 million net of letters of credit of $ 1.7 million.

The Prior Credit Agreement contained covenants which limited 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 Prior Credit Agreement also contained financial covenants which required the Company to maintain a minimum adjusted quick ratio and a minimum consolidated adjusted EBITDA if the adjusted quick ratio fell below a specified level, measured in each case at the end of each fiscal quarter.

The Company was required to furnish audited financial statements within 90 days after the end of the fiscal year.

The Company was in compliance with all covenants as of December 31, 2022.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 initial public offering (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.

Warehouse Line of Credit —NDL maintains a $ 15.0 million warehouse line of credit to provide NDL short-term funding for mortgage loans originated for sale.

Borrowings under the warehouse line of credit bear interest at the interest rate of the underlying mortgage loans held for sale, subject to a 6 % minimum, and are secured by the underlying promissory notes of the mortgage loans held for sale, as well as NDL’s other assets.

The warehouse line of credit matures on February 1, 2026.

NDL had $ 2.5 million outstanding under the warehouse line of credit with a weighted-average interest rate of 6.77 % as of December 31, 2024, which is included in accrued expenses and other current liabilities on the consolidated balance sheet.

The warehouse line of credit requires NDL to comply with minimum tangible net worth, liquidity and insurance requirements.

NDL was in compliance with all covenants as of December 31, 2024.

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.

Commitments and Other Financial Arrangements —The Company has certain financial commitments and other arrangements including unused letters of credit, commitments under leases, and an outstanding warehouse line of credit.

See Note 7–Debt and Note 9–Leases for further discussion.

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Weighted-average discount rate 5.4 % 5.3 %

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2023, the Company entered into a sublease agreement for a portion of the Company’s office space in San Francisco.

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The Company estimated the fair value of these assets as of the effective date of the sublease agreement using an income approach based on expected future cash flows from the subleased property.

The Company recognized impairment charges of $ 1.6 million related to the sublease which are included in general and administrative expense on the consolidated statements of operations, including a $ 1.4 million impairment of ROU asset and $ 0.2 million of loss on disposal of sublease-related furniture and fixtures and leasehold improvements.

Right-of-use assets were $ 7.2 million and $ 11.3 million as of December 31, 2023 and 2022, respectively.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ROU assets were $ 5.3 million and $ 7.2 million as of December 31, 2024 and 2023, respectively.

The maturities of lease liabilities as of December 31, 2024 are as follows:

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Years Ending December 31, Amount

Thereafter 0.6

Total undiscounted cash flows $ 7.1

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Total lease liabilities, noncurrent $ 4.1

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

Year Ended December 31, Shares Amount

Balance as of beginning of year 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 — $ —

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.

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.

Preferred Stock —Under the Company’s amended and restated certificate of incorporation, 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.

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There were no shares of preferred stock outstanding as of December 31, 2024 or 2023.

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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Common Stock —Under the Company’s amended and restated certificate of incorporation, 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.

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.

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.

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, which 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, 2024 and 2023, there were 42.4 million and 45.3 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, 2024 and 2023.

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.

Share Repurchase Plans —The Company announced on May 2, 2023 that its Board of Directors authorized a plan under which the Company may repurchase up to $ 20 million of its Class A common stock and, following the Company’s utilization of that share repurchase authorization, the Company announced on October 26, 2023 that its Board of Directors approved a new share repurchase authorization under which the Company may repurchase up to an additional $ 30 million of its Class A common stock (collectively, the Repurchase Plans).

Subject to market conditions and other factors, the Repurchase Plans are intended to make opportunistic repurchases of the Company’s Class A common stock to reduce the Company’s outstanding share count.

Under the Repurchase Plans, shares of Class A common stock may be repurchased in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions.

The Repurchase Plans do not have fixed expiration dates and do not obligate the Company to acquire any specific number of shares.

The timing and terms of any repurchases under the Repurchase Plans are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations.

Additionally, the Company may, from time to time, enter into Rule 10b-5 trading plans to facilitate repurchases.

Shares repurchased under the Repurchase Plans are retired.

During 2023, the Company repurchased 2.3 million shares of Class A common stock for $ 20.0 million, including costs associated with the repurchases.

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, 2021 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.

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.

NERDWALLET, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share Repurchase Program —The Company announced on May 2, 2023 that its Board of Directors authorized a plan under which the Company may repurchase up to $ 20 million of its Class A common stock and, following the Company’s utilization of that share repurchase authorization, the Company announced on October 26, 2023, September 9, 2024 and October 29, 2024 that its Board of Directors approved additional share repurchase authorizations under which the Company may repurchase up to an additional $ 30 million, $ 50 million and $ 25 million, respectively, of its Class A common stock (collectively, the Repurchase Program).

Subject to market conditions and other factors, the Repurchase Program is intended to make opportunistic repurchases of the Company’s Class A common stock to reduce the Company’s outstanding share count.

Under the Repurchase Program, shares of Class A common stock may be repurchased in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions.

The Repurchase Program does not have fixed expiration dates and does not obligate the Company to acquire any specific number of shares.

The timing and terms of any repurchases under the Repurchase Program are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations.

Additionally, the Company may, from time to time, enter into Rule 10b-5 trading plans to facilitate repurchases.

Shares repurchased under the Repurchase Program are retired.

The Company repurchased 6.5 million shares of Class A common stock for $ 80.4 million, including costs associated with the repurchases, during 2024, and 2.3 million shares of Class A common stock for $ 20.0 million during 2023.

Common Shares Reserved for Future Issuance

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As of December 31, 2024 2023

Shares outstanding from stock options and restricted stock units 10,900 13,517

Shares outstanding from stock options and RSUs

Shares available for future equity award grants 13,642 10,345

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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.

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.

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.

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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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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, RSUs and restricted stock awards to employees, nonemployee 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.

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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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the Company’s stock option activity for its Plans is as follows:

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2,588 $ 12.30 5.8 $ 5.8

There were no options granted during 2023.

______________

(1) Includes 0.2 million of target award stock options with both service-based and performance-based conditions.

The weighted-average grant-date fair value of options granted during 2024 and 2022 was $ 9.08 and $ 5.54 per share, respectively.

There were no options granted during 2023.

The intrinsic value of options exercised was $ 8.0 million, $ 14.5 million and $ 6.7 million during 2024, 2023 and 2022, respectively.

During 2024, the Company granted 0.2 million of target award stock options with both service-based and performance-based conditions to certain employees of the Company.

Recipients of these performance-based stock options are eligible to earn between 0 % and 200 % of their target awards based upon the achievement of (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification of the attainment of the performance levels.

These performance-based stock options are also subject to service-based vesting over a period of 3 years.

Total unrecognized compensation cost related to non-vested stock options granted under the Plans was $ 4.2 million as of December 31, 2024, with the cost expected to be recognized over a weighted-average period of 1.2 years.

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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:

The expected dividend yield is 0 % as the Company has not paid, and does not expect to pay, cash dividends.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The per-share fair value of each stock option was determined on the date of grant using the following weighted-average assumptions:

Year Ended December 31, 2024 2022

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Expected term (in years) 5.9 6.0

Expected dividend yield 0 % 0 %

Risk-free interest rate 4.2 % 2.6 %

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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 .

These RSUs are subject to service-based vesting conditions, which are generally satisfied over four years .

A summary of the Company’s outstanding nonvested RSUs for its Plans is as follows:

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Vested ( 2,709 ) $ 12.89

Forfeited ( 1,083 ) $ 14.11

( 1,610 ) $ 14.18

Nonvested as of December 31, 2024 2

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(1) Includes 0.2 million of target award RSUs with both service-based and performance-based conditions.

(2) Includes less than 0.1 million of target award RSUs with both service-based and performance-based conditions.

During 2024, the Company granted 0.1 million of target award RSUs with both service-based and performance-based conditions to certain employees of the Company.

Recipients of these performance-based RSUs are eligible to earn between 0 % and 200 % of their target awards based upon the achievement of (i) an EBITDA-related metric and (ii) a revenue-related metric, both in fiscal year 2023, subject to certification of the attainment of the performance level.

Recipients of these performance-based RSUs are eligible to earn between 0 % and 200 % of their target awards based upon the achievement of (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification of the attainment of the performance levels.

These performance-based RSUs are also subject to service-based vesting over a period of three years .

Stock-based compensation for performance-based RSUs is recognized over the requisite service period using the accelerated attribution method based on an assessment of the probability of achieving the requisite performance metrics.

The Company recognizes forfeitures as they occur for grantees who do not fulfill the service-based conditions.

The total fair value of shares that vested under RSUs was $ 37.0 million and $ 27.0 million during 2024 and 2023, respectively.

Unrecognized compensation cost related to RSUs was $ 47.9 million as of December 31, 2024, with these costs expected to be recognized over a weighted-average period of approximately 2.4 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.

Employee Stock Purchase Plan —The Company sponsors an ESPP which 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 0.3 million shares of the Company’s Class A common stock purchased under the ESPP during 2023.

There were 0.1 million and 0.3 million shares of the Company’s Class A common stock purchased under the ESPP during 2024 and 2023, respectively.

Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $ 0.7 million and $ 3.6 million during 2024 and 2023, respectively.

There was no unrecognized compensation cost related to the ESPP as of December 31, 2023.

Unrecognized compensation cost related to the ESPP was $ 0.4 million as of December 31, 2024, with these costs expected to be recognized over a period of 0.3 years through the end of the respective purchase period.

The impact of forfeitures under the ESPP are recognized as forfeitures occur.

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Expected term (in years) 0.5 0.7

Expected dividend yield 0 % 0 %

Risk-free interest rate 4.7 % 4.9 %

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In addition, stock-based compensation of $ 3.8 million, $ 5.5 million and $ 6.3 million was capitalized related to software development costs in 2024, 2023 and 2022, respectively.

The Company did not recognize any tax benefit for stock-based compensation arrangements in 2023, 2022 or 2021 due to the valuation allowance maintained against our net U.S.

deferred tax assets.

The Company recognized tax benefits for stock-based compensation arrangements of $ 10.9 million in 2024.

Income (loss) before the provision for (benefit from) income taxes consisted of the following:

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Accruals and reserves $ 1.6 $ 2.0

Federal and state tax credits 11.0 14.0

State tax credits

Stock-based compensation 3.9 4.7

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Prepaid expense and other ( 0.4 ) ( 0.4 )

Right-of-use assets ( 1.8 ) ( 2.8 )

( 1.3 ) ( 1.8 )

Basis difference for fixed assets and intangibles ( 17.1 ) ( 25.1 )

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Valuation allowance for deferred tax assets ( 14.1 ) ( 40.1 )

Net deferred tax liability $ ( 0.7 ) $ ( 1.2 )

Net deferred tax asset (liability)

$ 45.4 $ ( 0.7 )

The net deferred tax liability is recorded in other liabilities—noncurrent on the Company’s consolidated balance sheet.

The valuation allowance for deferred tax assets decreased $ 26.0 million in 2024, increased $ 20.8 million in 2023, and decreased $ 3.1 million in 2022, with changes in the valuation allowance recognized as an income tax provision (benefit) in the consolidated statements of operations.

As part of the acquisition of OTB on July 11, 2022, the Company recorded identified intangible assets of $ 50.1 million.

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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.

deferred tax assets, the Company reduced its deferred tax asset valuation allowance by a corresponding $ 12.1 million.

NERDWALLET, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023, the Company has federal net operating loss carryforwards of $ 1.9 million, of which $ 0.2 million, if not utilized, will begin to expire in 2034, and the remaining $ 1.7 million can be carried forward indefinitely.

As of December 31, 2023, the Company has state net operating loss carryforwards of $ 26.2 million.

The majority of state net operating loss carryforwards, if not utilized, will begin to expire on various dates beginning in 2032.

As of December 31, 2024, the Company has federal net operating loss carryforwards (NOLs) of $ 0.2 million, which, if not utilized, will begin to expire in 2034.

As of December 31, 2024, the Company has state NOLs of $ 14.2 million.

The majority of state NOLs, if not utilized, will begin to expire on various dates beginning in 2032.

In addition, as of December 31, 2024, the Company has $ 20.6 million of California research and development credit carryforwards, which can be carried forward indefinitely.

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.

Utilization of the Company’s federal and state net operating loss carryforwards (NOLs) and tax credit carryforwards, as well as of other temporary differences, is dependent upon the generation of sufficient taxable income in future periods.

Utilization of the Company’s federal and state NOLs and tax credit carryforwards, as well as of other temporary differences, is dependent upon the generation of sufficient taxable income in future periods.

In the Company’s ongoing assessment of all available evidence, both positive and negative, the Company considers the scheduled reversal of deferred tax liabilities, the Company’s future operating model and the expected impacts on future profitability, and prudent and feasible tax-planning strategies.

Accordingly, the Company has established a valuation allowance against these net U.S.

deferred tax assets as of December 31, 2023 as the Company concluded that it was more likely than not that the Company will not be able to fully realize such net deferred tax assets.

The valuation allowance for deferred tax assets was $ 40.1 million and $ 19.3 million as of December 31, 2023 and 2022, respectively, with the increase in 2023 primarily due to higher capitalization of R&D expenses under tax regulations effective in 2022.

The Company had previously maintained a valuation allowance against these net U.S.

deferred tax assets as of December 31, 2023.

During the three months ended December 31, 2024, the Company concluded that it was more likely than not that the Company will be able to fully realize its net U.S.

Federal and majority state deferred tax assets, with a significant improvement in the Company’s profitability, coupled with anticipated future earnings, deemed to provide positive evidence to support sufficient taxable income in future periods, and accordingly recorded a valuation allowance release of $ 27.2 million.

The Company continues to maintain a valuation allowance on its California deferred tax assets, which consist primarily of tax credits, as of December 31, 2024.

The valuation allowance for deferred tax assets was $ 14.1 million and $ 40.1 million as of December 31, 2024 and 2023, respectively, with the decrease in 2024 primarily due to the $ 27.2 million release of the valuation allowance on net U.S.

Federal and majority state deferred tax assets.

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.

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Balance as of end of year $ 13.6 $ 11.9 $ 9.9

Interest and penalties were not material for 2023, 2022 and 2021.

As of December 31, 2023, unrecognized tax benefits of $ 7.2 million, as well as accrued interest and penalties, would affect the Company’s provision for income taxes if recognized.

Interest and penalties were $ 0.5 million for 2024, and not material for 2023 and 2022.

As of December 31, 2024, unrecognized tax benefits of $ 8.8 million, including 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.

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and various state tax authorities due to certain acquired attribute carryforwards.

Net 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 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 2023, 2022 and 2021.

Basic EPS is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding during the period.

Diluted EPS is computed by dividing net 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.

NERDWALLET, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a reconciliation of the numerators and denominators of the basic and diluted per share computations for net loss attributable to common stockholders:

Net Income (Loss) Per Basic and Diluted Share

The Company computes EPS in conformity with the two-class method required for participating securities.

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, 2024 2023 2022

Net loss attributable to common stockholders–basic and diluted

Net income (loss) attributable to common stockholders–basic and diluted

$ 30.4 $ ( 11.8 ) $ ( 10.2 )

Weighted-average shares of common stock–basic and diluted

Weighted-average shares of common stock–basic

76.5 76.7 70.6

Net loss per share attributable to common stockholders:

Effect of dilutive RSUs, stock options and ESPP shares

Weighted-average shares of common stock–diluted

78.9 76.7 70.6

Net income (loss) per share attributable to common stockholders:

Basic $ 0.40 $ ( 0.15 ) $ ( 0.14 )

Diluted $ 0.38 $ ( 0.15 ) $ ( 0.14 )

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 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 loss per share for the periods presented because including them would have been antidilutive:

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, 2024 2023 2022

Shares subject to outstanding stock options and restricted stock units 8.9 9.6 5.0

Employee stock purchase plan 0.3 1.4 0.6

Shares subject to outstanding stock options and RSUs

Employee Benefit Plan

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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’s policy is to match employee contributions up to certain overall limits.

The Company made matching contributions of $ 4.2 million, $ 4.8 million and $ 4.3 million during 2024, 2023 and 2022, respectively.

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 2023, 2022 or 2021.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Plan

On July 30, 2024, the Company committed to a restructuring plan, effective August 1, 2024, intended to reduce the Company’s operating expenses and better position the Company to execute its long-term strategic initiatives (the Restructuring Plan).

The Restructuring Plan was substantially completed during 2024, and reduced the size of the Company’s workforce by approximately 15 % of its full-time employees, as compared to its headcount as of December 31, 2023.

The Company incurred a pre-tax restructuring charge of $ 9.0 million in 2024 in connection with the Restructuring Plan, which primarily consisted of severance payments, stock-based compensation, employee benefits, and related expenses for impacted employees, as well as contract termination costs, and is presented in the consolidated statement of operations as $ 5.8 million of research and development expenses, $ 2.0 million of sales and marketing expenses and $ 1.2 million of general and administrative expenses.

The changes in the restructuring reserve, which is included in accrued expenses and other current liabilities on the consolidated balance sheet, are as follows:

(in millions)

Year Ended December 31, 2024

Balance as of beginning of year

Cash payments

Stock-based compensation

Balance as of end of year $ 0.6

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data