24 unchanged sentences
During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 of the Exchange Act) adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K), except as noted below.
−Removed: On October 31, 2023, Samuel Yount , General Manager, Consumer Credit , adopted a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act as currently in effect (the Yount Trading Plan).
−Removed: The Yount Trading Plan has a duration of February 23, 2024 to May 10, 2024 and provides for the sale of up to approximately 12,497 shares of the Company’s Class A common stock, including upon the vesting and settlement of certain equity awards.
−Removed: Because the aggregate number of shares that may be sold under the Yount Trading Plan will be net of shares withheld by the Company to satisfy Mr.
−Removed: Yount’s tax obligations upon the vesting and settlement of certain equity awards, the precise number of shares that may be sold under the Yount Trading Plan is not yet determinable.
−Removed: On December 15, 2023, Jennifer Ceran , a member of our Board of Directors , adopted a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act as currently in effect (the Ceran Trading Plan).
−Removed: The Ceran Trading Plan has a duration of March 15, 2024 to December 31, 2024 and provides for the sale of up to 25,897 shares of the Company’s Class A common stock, including upon the vesting and settlement of certain equity awards.
+Added: On December 15, 2023, Jennifer Ceran, a member of our Board of Directors, adopted a trading plan that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act as currently in effect (the Ceran Trading Plan).
+Added: The Ceran Trading Plan terminated on December 31, 2024.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
16 unchanged sentences
and Fortis Advisors LLC, as the stockholder representative.
−Removed: Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (No.
−Removed: 001-40994) filed June 24, 2022
+Added: Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed June 24, 2022
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
−Removed: Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (No.
−Removed: 001-40994) filed November 10, 2021
+Added: Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 10, 2021
+Added: Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.
+Added: Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed July 31, 2024
Amended and Restated Bylaws of the Registrant .
−Removed: Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (No.
−Removed: 001-40994) filed November 10, 2021
+Added: Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed November 10, 2021
4.1 Description of Securities of the Registrant.
−Removed: Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (No.
−Removed: 001-40994) filed March 24, 2022
−Removed: 10.1 Investors’ Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated January 30, 2015.
−Removed: Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 333-260134) filed October 8, 2021
−Removed: 10.2 Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated June 19, 2015.
−Removed: Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 333-260134) filed October 8, 2021
−Removed: 10.3 Second Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated August 26, 2015.
−Removed: Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 333-260134) filed October 8, 2021
−Removed: 10.4 Third Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated June 29, 2016.
−Removed: Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 333-260134) filed October 8, 2021
−Removed: 10.5 Amendment No.
−Removed: 4 to the Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated April 7, 2020.
−Removed: Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 333-260134) filed October 8, 2021
−Removed: Side Letter, by and between Innovius Capital Sirius I L.P.
−Removed: and the Registrant, dated July 17, 2020.
−Removed: Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 333-260134) filed October 8, 2021
−Removed: Side Letter Amendment Agreement, by and between Innovius Capital Sirius I, L.P.
−Removed: and the Registrant, dated October 19, 2021.
−Removed: Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (No.
−Removed: 333-260134) filed October 26, 2021
−Removed: Credit Agreement, dated as of September 26, 2023 among NerdWallet, Inc., the subsidiary guarantors from time to time party th ereto, JPMorgan Chase Bank , National Association, a s Administrative Agen t , and the Lenders party there to, as amended by t hat First Amendment to Credit Agreeme nt, dated November 1, 2023.
−Removed: Filed herewith
+Added: Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed March 24, 2022
+Added: Credit Agreement, dated as of September 26, 2023 among NerdWallet, Inc., the subsidiary guarantors from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, and the Lenders party thereto, as amended by that First Amendment to Credit Agreement, dated November 1, 2023.
+Added: Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed February 20, 2024
Sublease Agreement between Yelp Inc.
5 unchanged sentences
333-260134) filed October 8, 2021
−Removed: Description of Exhibit
Forms of Stock Option Agreement, Notice of Stock Option Grant, and Exercise Notice under the 2012 Equity Incentive Plan.
18 unchanged sentences
333-266087) filed July 11, 2022
+Added: Description of Exhibit
Form of RSU Inducement Award Agreement for OTB Founders under the 2022 Inducement Equity Incentive Plan.
10 unchanged sentences
333-260134) filed October 8, 2021
−Removed: 10.22+ Amended and Restated Change of C ontrol and Sev erance Policy .
+Added: Amended and Restated Change of Control and Severance Policy.
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (001-40994) filed March 17, 2023
5 unchanged sentences
333-260134) filed October 8, 2021
+Added: Form of Performance Stock Option Agreement under the 2021 Equity Incentive Plan.
+Added: Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed April 25, 2024
+Added: Limited Consent and Second Amendment to Credit Agreement dated October 1, 2024, by and among NerdWallet, Inc.
+Added: and JPMorgan Chase Bank, N.A., as Administrative Agent.
+Added: Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed October 29, 2024
+Added: Insider Trading Policy.
+Added: Filed herewith
21.1 Subsidiaries of the Registrant.
−Removed: Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (No.
−Removed: 001-40994) filed March 24, 2022
+Added: Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed March 24, 2022
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.
4 unchanged sentences
Filed herewith
−Removed: Description of Exhibit
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C.
3 unchanged sentences
97.1 + Compensation Recovery Policy of the Registrant.
−Removed: Filed herewith
+Added: Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed February 20, 2024
101.INS XBRL Instance Document.(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
3 unchanged sentences
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
+Added: Description of Exhibit
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
34 unchanged sentences
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.