What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-19 · 196 added, 249 removed, 762 unchanged (37% of the section changed)

67 unchanged sentences

Additional paid-in capital 562.5 530.9

Accumulated other comprehensive loss

( 0.2 ) ( 0.3 )

Accumulated other comprehensive income (loss)

Accumulated deficit ( 188.1 ) ( 166.5 )

13 unchanged sentences

General and administrative 56.3 61.6 59.8

Change in fair value of contingent consideration related to earnouts — — 6.7

Total costs and expenses 771.4 678.2 595.8

Income (Loss) From Operations 9.4 3.6 ( 19.0 )

Income from Operations

Other income (expense), net:

1 unchanged sentence

Interest expense ( 0.6 ) ( 0.7 ) ( 0.8 )

Other losses, net

Other gains (losses), net

0.4 ( 8.5 ) ( 0.1 )

Total other income (expense), net 3.0 ( 4.4 ) 2.7

Income (loss) before income taxes 5.0 6.3 ( 20.0 )

Income before income taxes

Income tax provision (benefit) 19.5 ( 25.4 ) 18.1

15 unchanged sentences

$ 48.7 $ 30.4 $ ( 11.8 )

Other Comprehensive Income (Loss):

Other Comprehensive Income:

Change in foreign currency translation 0.3 0.1 0.6

11 unchanged sentences

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 — —

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

Class A common stock withheld related to net share settlement of restricted stock units ( 95 ) — ( 1.1 ) ( 1.1 )

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 )

8 unchanged sentences

Other comprehensive income

Net loss ( 11.8 ) ( 11.8 )

Balance as of December 31, 2024

8 unchanged sentences

Balance as of December 31, 2025

71,289 $ — $ 562.5 $ 0.1 $ ( 188.1 ) $ 374.5

See notes to consolidated financial statements.

10 unchanged sentences

Stock-based compensation 28.6 37.7 38.8

Change in fair value of contingent consideration related to earnouts — — 6.7

Deferred taxes 16.0 ( 46.1 ) ( 0.5 )

5 unchanged sentences

Mortgage loans held for sale

( 4.5 ) 2.1 —

Accounts payable ( 3.6 ) 6.6 ( 1.8 )

5 unchanged sentences

Investing Activities:

Purchase of investment

Purchases of investments

( 2.0 ) ( 8.1 ) —

Capitalized software development costs ( 16.9 ) ( 20.7 ) ( 28.8 )

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

Business combinations, net of cash acquired

Purchases of property and equipment

( 1.3 ) ( 0.6 ) ( 0.7 )

Business combinations

( 13.1 ) ( 0.3 ) —

Net cash used in investing activities ( 33.3 ) ( 29.7 ) ( 29.5 )

1 unchanged sentence

Payment of contingent consideration — — ( 16.9 )

Net repayment on warehouse line of credit

Net borrowing (repayment) on warehouse line of credit

4.4 ( 2.0 ) —

Proceeds from line of credit — — 7.5

1 unchanged sentence

Payment of debt issuance costs

Proceeds from exercise of stock options 6.3 10.2 7.7

Issuance of Class A common stock under Employee Stock Purchase Plan 1.4 3.0 4.5

Proceeds from exercises of stock options

Tax payments related to net-share settlements on restricted stock units ( 3.5 ) ( 2.1 ) ( 1.1 )

Payment of offering costs related to initial public offering — — ( 1.0 )

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

Issuances of Class A common stock under Employee Stock Purchase Plan

Repurchases of Class A common stock

( 70.2 ) ( 80.1 ) ( 20.0 )

Net cash used in financing activities

18 unchanged sentences

Cash paid for amounts included in the measurement of lease liabilities $ 3.0 $ 3.9 $ 3.7

Lease liabilities arising from obtaining right-of-use assets

See notes to consolidated financial statements.

5 unchanged sentences

NerdWallet, Inc.

and its subsidiaries (collectively, the Company) provide consumer-driven advice about personal finance through its platform by connecting individuals and small and mid-sized businesses (SMBs) with providers of financial products.

and its subsidiaries (collectively, the Company) provide trusted guidance about finance through its platform, which connects consumers and small and mid-sized businesses (SMBs) with providers of financial products.

Basis of Consolidation and Presentation— The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

24 unchanged sentences

Total costs and expenses 771.4 678.2 595.8

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

Income from Operations

$ 65.2 $ 9.4 $ 3.6

(1) Gross of capitalized internally developed software costs.

2 unchanged sentences

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, 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 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.

6 unchanged sentences

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

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.

The Company had two customers which accounted for 16 % and 11 % of total accounts receivable as of December 31, 2025, and two customers which accounted for 14 % and 13 % of total accounts receivable as of December 31, 2024.

The Company had one customer which accounted for 26 % of revenue in 2025, two customers which accounted for 22 % and 11 % of revenue in 2024, and two customers which accounted for 13 % and 11 % of revenue in 2023.

The Company’s customers are considered to be financial services providers (e.g., banks, credit card issuers, lenders, insurers, investment brokers and other entities) that seek to reach and receive leads, matches and referrals to the Company’s substantial audience of consumers and SMBs in exchange for agreed-upon fees.

Foreign Currency Transactions— The functional currency of the Company’s foreign subsidiaries is the respective local currency.

4 unchanged sentences

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.

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 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.

11 unchanged sentences

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.

The carrying values of the Company’s mortgage loans held for sale and certificate of deposit are deemed to approximate fair value due to their short-term nature.

NERDWALLET, INC.

26 unchanged sentences

As of December 31, 2025, the Company has not recorded material measurement period adjustments in connection with its business combinations.

Contingent Consideration — The fair value measurements of contingent consideration liabilities established in connection with business combinations were determined as of the acquisition date based on significant unobservable inputs, including forecasted revenues and costs of the acquired companies, the probability of meeting certain revenue or earnings targets defined in the merger agreements, and the discount rate.

Contingent consideration liabilities were remeasured to fair value at each subsequent reporting date until the related contingency was resolved, with the remeasurement adjustment reported in the consolidated statement of operations.

Changes to the fair value of the contingent consideration liabilities resulted from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales.

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

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.

2 unchanged sentences

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.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

6 unchanged sentences

Revenue Recognition — The Company generates substantially all its revenue through fees paid by its financial services partners in the form of either revenue per action, revenue per click, revenue per lead and revenue per funded loan arrangements.

For these revenue arrangements, in which a partner pays only when a consumer satisfies the criteria set forth within the arrangement, revenue is recognized generally when the Company matches the consumer with the financial services partner.

For these revenue arrangements, in which a partner pays only when a consumer or SMB satisfies the criteria set forth within the arrangement, revenue is recognized generally when the Company matches the consumer or SMB with the financial services partner.

For some of the Company’s arrangements, the transaction price is considered variable and an estimate of the transaction price is recorded when the match occurs.

1 unchanged sentence

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.

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 SMBs or when loans to consumers or SMBs are funded, the Company’s contractual right to fees is not contemporaneous with the satisfaction of the performance obligation to match the consumer or SMB 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.

1 unchanged sentence

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.

Management applies judgment and considers various factors in estimating the constrained revenue, including the Company’s historical approval rates and historical time between when a consumer or SMB request for a financial product is delivered to a financial services partner, and when the consumer or SMB 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 this short duration between satisfaction of the performance obligation and approval mitigates estimation uncertainty.

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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 .

For revenue generated from revenue per lead or revenue per click in which fees are earned from customers when a consumer or SMB 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 or SMB with the customer .

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.

1 unchanged sentence

The term between invoicing and when payment is due is generally 30 days or less.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cost of Revenue —Cost of revenue consists primarily of amortization expense associated with capitalized software development costs and developed technology;

30 unchanged sentences

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.

Stock Options :

The fair value of stock options on the date of grant 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.

1 unchanged sentence

• 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 Term —The expected term represents the period that the stock-based awards are expected to be outstanding, and is estimated based on the simplified method described in Staff Accounting Bulletin Topic 14, as amended, as the Company does not have sufficient historical experience for determining the expected term of the awards granted.

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

1 unchanged sentence

• 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 yield curve on the date 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.

• Dividend Yield —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.

16 unchanged sentences

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.

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

There were no early exercised stock options in 2025, and the impact of early exercised stock options on basic and diluted EPS was immaterial for 2024 and 2023.

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.

8 unchanged sentences

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

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.

JOBS Act Accounting Election —The Company qualifies as an “emerging growth company” (EGC) as defined in the JOBS Act until December 31, 2026, and, as such, the Company may elect to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

As a result, the Company’s financial condition and results of operations within its consolidated financial statements may not be comparable to those of other companies that have adopted new or revised accounting standards at an earlier date.

Recently Adopted Accounting 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 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.

1 unchanged sentence

Improvements to Income Tax Disclosures (ASU 2023-09), which addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the income tax rate reconciliation and income taxes paid information.

The guidance in ASU 2023-09 is effective on an annual basis and will be required to be applied for the year ending December 31, 2025 for public business entities, or the year ending December 31, 2026 for EGCs under the JOBS Act accounting election.

The guidance in ASU 2023-09 is effective on an annual basis and will be required to be applied for the year ending December 31, 2026 for EGCs under the JOBS Act accounting election.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

5 unchanged sentences

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

Given the disclosure focus of both ASU 2023-09 and ASU 2024-03, the applications of these new standards will not have an effect on the Company’s financial position and results of operations in its consolidated financial statements.

NERDWALLET, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue From Contracts with Customers .

The practical expedient allows an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The guidance in ASU 2025-05 is effective on an annual and interim basis, and will be required to be applied for the year ending December 31, 2026 for public business entities, with early adoption permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.

The guidance should be applied on a prospective basis.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which amends certain aspects of the accounting for and disclosure of software costs, including eliminating consideration of software project development stages and providing enhanced guidance on how to evaluate whether the probable-to-complete recognition threshold has been met.

The guidance in ASU 2025-06 is effective on an annual and interim basis, and will be required to be applied for the year ending December 31, 2028 for public business entities, with early adoption permitted as of the beginning of an annual reporting period.

The guidance may be applied on a prospective, retrospective, or modified prospective basis.

The Company is currently evaluating the impact of the adoptions of ASU 2025-05 and ASU 2025-06 on the Company’s consolidated financial statements.

The following presents a disaggregation of the Company’s revenue based on product category:

9 unchanged sentences

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.

There was no deferred revenue balance as of December 31, 2025, and revenue recognized during 2025 and 2023 which was deferred as of the prior year end was immaterial .

The contract assets recorded within prepaid expenses and other current assets on the consolidated balance sheet related to estimated variable consideration were $ 3.5 million and $ 6.8 million as of December 31, 2025 and 2024, respectively.

Revenue recognized during the year from performance obligations satisfied, or partially satisfied, in the previous year was immaterial for 2025, 2024 and 2023 .

Insurance revenue is primarily generated through revenue per click arrangements.

3 unchanged sentences

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

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets 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:

5 unchanged sentences

Cash and cash equivalents—money market funds $ 67.0 $ — $ — $ 67.0

Certificate of deposit — 2.2 — 2.2

Mortgage loans held for sale

Certificate of deposit — 2.3 — 2.3

$ 67.0 $ 9.4 $ — $ 76.4

5 unchanged sentences

Cash and cash equivalents—money market funds $ 36.8 $ — $ — $ 36.8

Mortgage loans held for sale

Certificate of deposit — 2.2 — 2.2

$ 36.8 $ 4.8 $ — $ 41.6

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 3 liabilities previously consisted entirely of contingent consideration, and the changes in fair values were as follows:

(in millions)

Year Ended December 31, 2023

Balance as of beginning of year $ 30.9

Payment ( 30.9 )

Balance as of end of year $ —

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

Assets 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.

4 unchanged sentences

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.

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 gains (losses), net on both the Company’s consolidated statements of operations and of cash flows.

Significant Consolidated Balance Sheet Components

3 unchanged sentences

Prepaid expenses $ 12.2 $ 14.6

Mortgage loans held for sale 7.1 2.6

Income taxes receivable

Contract assets 3.5 6.8

Certificate of deposit 2.3 2.2

Mortgage loans held for sale

Other current assets 0.4 1.7

Total prepaid expenses and other current assets $ 35.4 $ 28.2

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, equipment and software, net consisted of the following:

8 unchanged sentences

Total property, equipment and software—net

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company capitalized $ 20.4 million, $ 24.3 million and $ 34.0 million of software development costs, and recorded amortization expense of $ 31.2 million, $ 32.8 million and $ 28.9 million, during 2025, 2024 and 2023, respectively.

1 unchanged sentence

Depreciation and amortization, exclusive of amortization of capitalized software development costs and intangible assets, was $ 1.6 million, $ 2.2 million and $ 2.3 million in 2025, 2024 and 2023, respectively.

During 2025, the Company made a strategic investment of $ 2.0 million in equity interests of a limited liability company.

These equity interests are accounted for under the equity method of accounting.

In applying the equity method of accounting, investments are initially recorded at cost, and subsequently adjusted based on the Company’s proportionate share of the investee’s net income or loss, based on the most recent available financial information from the investee, net of any contributions and distributions received.

Equity method investments are periodically reviewed for impairment, and would be considered impaired when the fair value of the Company’s interest is less than the carrying value, with an impairment charge recorded in earnings if such decline in value is determined to be other than temporary.

Equity method investments are included in other assets on the Company’s consolidated balance sheet.

The carrying value of the Company’s equity method investment was $ 2.0 million as of December 31, 2025, and there were no related changes in carrying amount or impairment during 2025.

Accrued expenses and other current liabilities consisted of the following:

6 unchanged sentences

Operating lease liabilities 1.9 2.3

Deferred revenue

Other accrued expenses 3.3 4.8

3 unchanged sentences

As of December 31, 2025 2024

Deferred tax liability, net $ 0.2 $ 0.7

Operating lease liabilities $ 6.1 $ 4.1

2 unchanged sentences

Total other liabilities—noncurrent $ 15.7 $ 13.3

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business Combinations

Business Combinations in 2025 —On November 3, 2025, the Company acquired a privately-held financial services company for a purchase consideration of $ 8.1 million in cash.

The fair values of assets acquired and liabilities assumed totaled $ 0.8 million and $ 0.4 million, respectively, and the Company recorded $ 7.7 million of goodwill.

Concurrently with the closing of this acquisition, the Company’s Board of Directors granted RSUs with an aggregate grant-date fair value of $ 5.0 million to the co-founders of the acquired company who were offered employment with the Company.

The fair value of these RSUs are excluded from the purchase price of the acquisition and accounted for separately from the business combination.

These RSUs are subject to the terms and conditions of the grant agreements covering such RSUs, and will generally vest over three years subject to a one-year cliff and quarterly vesting thereafter, with vesting generally subject to the employees’ continued employment with the Company.

The value of these RSUs are generally recognized as stock-based compensation ratably over the respective vesting terms of the RSUs.

On June 13, 2025, the Company acquired a privately-held SEC-registered investment adviser for a purchase consideration of $ 5.0 million in cash.

The fair value of assets acquired totaled $ 2.0 million and was comprised of intangible assets for customer relationships with a three-year estimated useful life, and the Company recorded $ 3.0 million of goodwill.

These acquisitions have been accounted for as business combinations.

The goodwill recorded from these acquisitions is primarily attributable to synergies from combining the operations of the Company and the acquirees, as well as the value ascribed to the knowledge and experience of the acquirees’ co-founders and employees, and is tax deductible.

The contributions from these acquisitions following their respective closing dates through December 31, 2025 were not material to the Company’s revenue and operating income for 2025.

Pro forma results of operations have not been provided to reflect these acquisitions as such results would not have been materially different from the Company’s reported results.

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.

2 unchanged sentences

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

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

1 unchanged sentence

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.

—On July 11, 2022, the Company completed the acquisition of On the Barrelhead, Inc.

(OTB), a data-driven platform that provides consumers and SMBs with credit-driven product recommendations.

The Company completed the acquisition of OTB under an Agreement and Plan of Merger and Reorganization.

Purchase Consideration

The purchase consideration consisted of the following:

(in millions) Total

Cash consideration 1

Stock consideration 2

Total consideration 118.9

amounts considered separate from the business combination and attributable to post-combination expense 3

Purchase Consideration $ 118.2

(1) Includes $ 12.2 million of cash which was deposited in escrow for the settlement of breaches, if any, of certain representations, warranties, agreements and covenants.

(2) Represents the aggregate fair value of 4.9 million shares issued of the Company’s Class A common stock based on the closing price of the stock on the acquisition date of July 11, 2022, which was $ 8.75 per share.

(3) Primarily comprised of the additional fair value of unvested OTB option awards discretionally accelerated by the Company and attributable to post-combination expense.

Half of the stock consideration 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

Concurrently with the closing of the acquisition, the Company provided employment offer letters to OTB’s employees, including compensatory retention agreements with the co-founders of OTB which could result in up to $ 15.0 million of cash awards.

Cash awards under these retention agreements are payable in equal installments on the first, second and third anniversary dates of the closing of the acquisition.

Also concurrently with the closing of the acquisition, the Compensation Committee of the Company’s Board of Directors granted RSU awards under the NerdWallet, Inc.

2022 Inducement Equity Incentive Plan (the Inducement Plan) to employees of OTB who were offered employment with the Company, which RSU awards had an aggregate grant date fair value on the acquisition date of $ 17.5 million, including $ 12.8 million of RSU awards to the co-founders of OTB, $ 2.3 million of RSU awards to six non-management employees of OTB and $ 2.4 million of RSU awards to all fourteen employees of OTB.

The $ 12.8 million of RSU awards to the co-founders of OTB will generally vest in full upon the third anniversary of the closing of the acquisition.

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

RSU awards under the Inducement Plan are subject to the conditions of the Inducement Plan and the terms and conditions of the grant agreements covering such awards.

Compensation expenses under these employment offer letters and vesting of awards under these retention agreements and Inducement Plan are generally subject to the employees’ continued employment with the Company, and the fair value of such compensation and awards are excluded from the purchase price and accounted for separately from the business combination.

The value of cash awards under these retention agreements are 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

The acquisition has been accounted for as a business combination.

The allocation of purchase consideration to the assets acquired and liabilities assumed is as follows:

(in millions) Fair Value

Purchase Consideration $ 118.2

Fair Value of Assets Acquired

Cash and cash equivalents 6.9

Accounts receivable 12.2

Intangible assets 50.1

Total assets 69.2

Fair Value of Liabilities Assumed

Accounts payable 6.4

Accrued expenses and other current liabilities 0.6

Deferred tax liability 12.1

Total liabilities 19.1

Net Assets Acquired 50.1

Goodwill $ 68.1

The acquired intangible assets consist of definite-lived assets with estimated fair values and useful lives as follows:

(dollars in millions) Fair Value Weighted-Average

Developed technology $ 48.9 5.0

Customer relationships 1.2 1.0

Total intangible assets $ 50.1 4.9

The estimated fair value of acquired intangible assets was determined using the multi-period excess earnings method of the income approach for developed technology, and the replacement cost method for customer relationships.

The deferred tax liability of $ 12.1 million primarily relates to identified intangible assets.

The Company recorded goodwill of $ 68.1 million, which represents the excess of the purchase consideration over the estimated fair value of the assets acquired, net of the liabilities assumed.

The goodwill is primarily attributable to synergies from combining the operations of the Company and OTB, as well as the value ascribed to the knowledge and experience of the OTB co-founders and employees.

For income tax purposes, the acquisition is a stock purchase and goodwill is not tax deductible.

Acquisition-related costs of $ 3.5 million were incurred during 2022, and are included in general and administrative expense on the consolidated statements of operations.

Due to the extensive level of integration of OTB’s technology and operations into the Company’s operations following the closing of the acquisition, the Company is not able to quantify the acquisition’s contribution following the closing of the acquisition to the Company’s revenue and operating loss for 2022, as the ability to objectively quantify such amounts would require a significant level of estimation.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Financial Information

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.

Pro forma adjustments have been made to reflect the incremental intangible asset amortization to be incurred based on the preliminary fair values and useful lives of each identifiable intangible asset, incremental stock-based compensation related to inducement equity awards, incremental compensation related to cash retention agreements, incremental interest expense related to debt drawn to finance the cash portion of the purchase price, the adjustment of acquisition-related expenses, and the related tax effects of pro forma adjustments for the respective periods.

The unaudited pro forma financial information is as follows:

(in millions)

Year Ended December 31, 2022

Revenue $ 583.9

Net loss ( 21.9 )

The unaudited pro forma financial information is not intended to present, or be indicative of, what the results of operations would have been for the combined company for the periods presented had the acquisition actually occurred on January 1, 2021, nor is it meant to be indicative of results of operations that may be achieved by the combined company in the future.

The unaudited pro forma financial information does not include any cost savings or other synergies that resulted, or may result, from the OTB acquisition or any estimated costs that will be incurred to integrate OTB.

Future results may vary significantly from the results reflected in this unaudited pro forma financial information because of future events and transactions, as well as other factors.

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.

Goodwill and Intangible Assets

6 unchanged sentences

No impairment charges have been recorded for goodwill in 2025, 2024 or 2023.

Intangible assets with definite lives related to the following:

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets with finite lives related to the following:

(dollars in millions) Weighted-Average Remaining

8 unchanged sentences

Total $ 89.5 $ ( 68.0 ) $ 21.5

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions) Weighted-Average Remaining

8 unchanged sentences

Total $ 87.5 $ ( 54.2 ) $ 33.3

Amortization expense related to definite-lived intangible assets was $ 13.7 million, $ 17.3 million and $ 13.0 million in 2024, 2023 and 2022, respectively.

Amortization expense related to finite-lived intangible assets was $ 13.9 million, $ 13.7 million and $ 17.3 million in 2025, 2024 and 2023, respectively.

Estimated future amortization expense as of December 31, 2025 is as follows:

2 unchanged sentences

No impairment charges have been recorded for intangible assets in 2025, 2024 or 2023.

Credit Facility —On September 26, 2023, NerdWallet, Inc.

and three of its wholly-owned subsidiaries entered into a credit agreement which over time has been amended (as amended, the Credit Agreement) with JPMorgan Chase Bank, National Association.

Credit Facility —NerdWallet, Inc.

and three of its wholly-owned subsidiaries maintain a credit agreement, entered into on September 26, 2023 and which over time has been amended (as amended, the Credit Agreement) with JPMorgan Chase Bank, National Association.

as Administrative Agent, and a syndicate of lenders.

4 unchanged sentences

The Credit Facility matures on September 26, 2028.

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.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There was no outstanding balance under the Credit Agreement at December 31, 2025 or 2024.

The available amount to borrow under the Credit Facility was $ 124.5 million and $ 123.9 million at December 31, 2025 and 2024, respectively, which was equal to the available amount under the agreement of $ 125.0 million net of letters of credit of $ 0.5 million and $ 1.1 million, respectively.

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

3 unchanged sentences

The Company was in compliance with all covenants as of December 31, 2025 and 2024, 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.

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.

Warehouse Line of Credit —NDL maintains a $ 15.0 million warehouse line of credit, which may be increased to $ 18.75 million for up to 90 days subject to certain requirements, 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 5.25 % minimum rate, 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, 2027.

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.

NDL had $ 6.9 million and $ 2.5 million outstanding under the warehouse line of credit with a weighted-average interest rate of 6.27 % and 6.77 % as of December 31, 2025 and 2024, respectively, 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.

NDL was in compliance with all covenants as of December 31, 2025 and 2024, respectively.

Commitments and Contingencies

10 unchanged sentences

The Company has not accrued any material potential loss as of December 31, 2025 or 2024.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Components of operating lease costs are as follows:

8 unchanged sentences

Weighted-average discount rate 6.1 % 5.4 %

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In April 2025, the Company commenced an amendment of an operating lease for office space in Arizona, and recorded a $ 4.0 million ROU asset and $ 4.0 million of corresponding operating lease liabilities .

The amendment expires in 2030.

The amendment includes options for extension or early termination of the lease, neither of which options are certain to be exercised by the Company and, accordingly, are excluded from the calculations of ROU assets and lease liabilities recognized.

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

The sublease expires concurrently with the corresponding head lease, but does not relieve the Company of its obligations under the head lease.

The Company determined that the sublease arrangement was an operating lease at inception, and is recognizing sublease income on a straight-line basis over the sublease term as a reduction of rent expense.

The sublease expired concurrently with the corresponding head lease, but did not relieve the Company of its obligations under the head lease.

The Company determined that the sublease arrangement was an operating lease at inception, and recognized sublease income on a straight-line basis over the sublease term as a reduction of rent expense.

As a result of the sublease, the Company evaluated the associated head lease ROU asset and sublease-related furniture and fixtures and leasehold improvements for impairment, as the change in circumstances indicated that the carrying amount of such assets may not be recoverable.

10 unchanged sentences

Total lease liabilities, noncurrent $ 6.1

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stockholders’ Equity

9 unchanged sentences

Shares of Class B common stock issued and outstanding were 31.7 million as of both December 31, 2025 and 2024.

NERDWALLET, INC.

AND SUBSIDIARIES

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).

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, October 29, 2024, September 13, 2025, and December 16, 2025 that its Board of Directors approved additional share repurchase authorizations under which the Company may repurchase up to an additional $ 30 million, $ 50 million, $ 25 million, $ 50 million, and $ 50 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.

Under the Repurchase Program, shares of Class A common stock may be repurchased from time to time 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, does not obligate the Company to repurchase any specific dollar amount or number of shares, and may be amended, suspended or discontinued at any time.

The amount and timing of any repurchases 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 10b5-1 trading plans to facilitate repurchases.

1 unchanged sentence

The Company repurchased 5.8 million shares of Class A common stock for $ 70.3 million, including costs associated with the repurchases, during 2025, and 6.5 million shares of Class A common stock for $ 80.4 million during 2024.

Additionally, the Company paid $ 0.3 million of excise taxes during 2025 which related to previous share repurchases.

The remaining share repurchase authorization under the Repurchase Program is $ 55.2 million as of December 31, 2025.

See Note 15–Subsequent Events for further discussion.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Common Shares Reserved for Future Issuance

6 unchanged sentences

Total shares reserved 24,007 22,795

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.

The 2021 Plan had an initial authorization to grant share-based awards for up to 4.1 million shares of Class A common stock, and additionally provides that any shares subject to outstanding awards under the 2012 Plan that are terminated, expire, are forfeited due to a failure to vest, are reacquired or withheld to satisfy a tax withholding obligation or to satisfy the purchase price or exercise price of a stock award will be added to the 2021 Plan and made available for future issuance.

The termination of the 2012 Plan had no impact on the terms of outstanding awards under that plan.

At the Company’s 2022 annual meeting of stockholders on May 25, 2022, the stockholders approved an amendment to the 2021 Equity Incentive Plan to increase the aggregate number of shares of Class A common stock reserved for issuance thereunder by 8.0 million shares.

The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting January 1, 2023 and ending on and including January 1, 2031, in an amount equal to 5 % of the total number of shares of the Company’s capital stock outstanding on December 31 of the prior calendar year, unless the Company’s Board of Directors determines prior to the date of increase that there will be a lesser increase, or no increase.

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, RSUs and restricted stock awards to employees, nonemployee directors and consultants of the Company.

Equity Incentive Plans —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 predecessor 2012 Equity Incentive Plan (the 2012 Plan).

The termination of the 2012 Plan had no impact on the terms of outstanding awards under 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, with an amendment approved by stockholders in May 2022 to increase the aggregate number of shares of Class A common stock reserved for issuance thereunder by 8.0 million shares.

The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, ending on and including January 1, 2031, in an amount equal to 5 % of the total number of shares of the Company’s capital stock outstanding on December 31 of the prior calendar year, unless the Company’s Board of Directors determines prior to the date of increase that there will be a lesser increase, or no increase.

Additionally, concurrent with the closing of the acquisition of On the Barrelhead, Inc.

(OTB) on July 11, 2022, the Compensation Committee of the Company’s Board of Directors granted RSUs under the NerdWallet, Inc.

2022 Inducement Equity Incentive Plan (the Inducement Plan) to employees of OTB who were offered employment with the Company.

Options to purchase Class A common stock granted under the Plans continue to vest until the last day of employment and generally will vest 25 % in the first year and monthly thereafter (for a total vesting period of 4 years), and expire 10 years from the date of grant.

Class A common stock awards are generally issued to officers, directors, employees and consultants, and vest according to an award-specific schedule as approved by the Board of Directors.

RSUs granted under the Plans are subject to service-based vesting conditions, which are generally satisfied over 4 years or an award-specific schedule.

The exercise price of incentive stock options granted under the Plans must be at least equal to 100 % of the fair market value of the Company’s Class A common stock at the date of grant, as determined by the Board of Directors.

The exercise price must not be less than 110 % of the fair market value of the Company’s Class A common stock at the date of grant for incentive stock options granted to an employee that owns greater than 10 % of the Company stock.

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

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

(in thousands)

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3,283 $ 12.40 6.2 $ 7.1

2,324 $ 10.55

Exercised ( 159 ) $ 7.22

Cancelled/forfeited 2

( 662 ) $ 13.11

Balance as of December 31, 2025 1

3 unchanged sentences

______________

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

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

(2) Includes less than 0.1 million of stock options with both service-based and performance-based conditions.

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted-average grant-date fair value of options granted during 2025 and 2024 was $ 6.14 and $ 9.08 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.

The aggregate intrinsic value of options exercised was $ 0.8 million, $ 8.0 million and $ 14.5 million during 2025, 2024 and 2023, 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.

Recipients of these performance-based stock options were 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 in early 2025 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 $ 11.9 million as of December 31, 2025, with the cost expected to be recognized over a weighted-average period of 3.2 years.

The Company estimates the fair values of options awarded on the date of grant using the Black-Scholes-Merton option-pricing model, which requires inputs, including the fair value of common stock, expected term, expected volatility, risk-free interest and dividend yield.

The Company estimates the expected term of options using the simplified method described in Staff Accounting Bulletin Topic 14, as amended, as it does not have sufficient historical experience for determining the expected term of the awards granted.

Expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares.

The risk-free rate for the expected term of the option is based on the U.S.

Treasury yield curve at the date of grant.

The expected dividend yield 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:

3 unchanged sentences

Risk-free interest rate 4.1 % 4.2 %

Restricted Stock Units —The Plans also provide for the issuance of RSUs of the Company’s common stock to eligible participants.

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:

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

(in thousands)

3 unchanged sentences

( 2,897 ) $ 11.28

Vested ( 2,709 ) $ 12.89

( 1,009 ) $ 12.09

2 unchanged sentences

______________

(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.

(1) Includes less than 0.1 million of 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) 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.

Recipients of these performance-based RSUs were 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 in early 2025 of the attainment of the performance levels.

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

2 unchanged sentences

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.

The ESPP included an initial authorization for 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 and 0.1 million shares of the Company’s Class A common stock purchased under the ESPP during 2025 and 2024, respectively.

2 unchanged sentences

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

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of purchase rights granted under the ESPP were determined on the date of grant using the following weighted-average assumptions:

3 unchanged sentences

Risk-free interest rate 4.0 % 4.7 %

NERDWALLET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation — The Company recognized stock-based compensation under the Plans and ESPP as follows:

6 unchanged sentences

In addition, stock-based compensation of $ 3.3 million, $ 3.8 million and $ 5.5 million was capitalized related to software development costs in 2025, 2024 and 2023, respectively.

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:

The Company recognized tax benefits for stock-based compensation arrangements of $ 7.1 million and $ 10.9 million in 2025 and 2024, respectively.

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

(in millions)

8 unchanged sentences

State 2.9 2.9 4.8

Foreign — — 0.1

Total 3.5 20.7 18.6

15 unchanged sentences

Tax credits ( 2.1 ) ( 4.7 ) ( 8.0 )

Change in valuation allowance ( 26.3 ) 20.0 ( 3.7 )

Change in U.S.

valuation allowance

( 0.2 ) ( 26.3 ) 20.0

Tax contingency and interest 1.1 1.5 1.9

State taxes 4.8 1.7 2.2

Non-deductible contingent consideration — — 1.4

Other ( 0.2 ) ( 0.1 ) ( 0.2 )

Tax at effective tax rate $ 19.5 $ ( 25.4 ) $ 18.1

On July 4, 2025, the United States enacted tax reform legislation through An Act to Provide for Reconciliation Pursuant to Title II of H.

14, commonly known as the One Big Beautiful Bill Act.

Included in this legislation are provisions that allow for the immediate expensing of domestic U.S.

research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S.

taxation of profits derived from foreign operations.

The Company has incorporated the new legislation into its income tax provision, as applicable, and determined that there was no material impact on the Company’s tax provision for 2025.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

4 unchanged sentences

Accruals and reserves $ 2.0 $ 1.6

State tax credits

Stock-based compensation 3.4 3.9

2 unchanged sentences

Lease liabilities 2.0 1.6

Other 0.4 0.4

Total gross deferred tax assets 56.4 78.3

Deferred tax liabilities:

Prepaid expense and other ( 0.4 ) ( 0.4 )

Prepaid expenses and other

( 0.5 ) ( 0.4 )

( 1.8 ) ( 1.3 )

Basis difference for fixed assets and intangibles ( 10.3 ) ( 17.1 )

1 unchanged sentence

Valuation allowance for deferred tax assets ( 14.4 ) ( 14.1 )

Net deferred tax asset (liability)

Net deferred tax asset

$ 29.4 $ 45.4

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.

As these identified intangible assets are not deductible for U.S.

tax purposes, a related deferred tax liability of $ 12.1 million was recognized, which provided an additional source of taxable income to support the realization of a portion of the Company’s pre-existing U.S.

deferred tax assets.

As the Company had previously established a full valuation allowance against its net U.S.

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

Net deferred tax assets are recorded as a noncurrent asset, and net deferred tax liabilities are recorded in other liabilities—noncurrent, on the Company’s consolidated balance sheet.

The valuation allowance for deferred tax assets increased $ 0.3 million in 2025, decreased $ 26.0 million in 2024, and increased $ 20.8 million in 2023, with changes in the valuation allowance recognized as an income tax provision (benefit) in the consolidated statements of operations.

NERDWALLET, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

As of December 31, 2025, the Company has federal net operating loss carryforwards (NOLs) of $ 8.5 million, substantially all of which can be carried forward indefinitely, state NOLs of $ 15.5 million, the majority of which, if not utilized, will begin to expire on various dates beginning in 2034, and foreign NOLs of $ 10.0 million which can be carried forward indefinitely.

As of December 31, 2025, the Company has $ 0.8 million of federal research and development credit carryforwards, which can be carried forward to 2046, and $ 20.4 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.

6 unchanged sentences

The Company continues to maintain a valuation allowance on its California deferred tax assets, which consist primarily of tax credits, as of December 31, 2025.

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 valuation allowance for deferred tax assets was $ 14.4 million and $ 14.1 million as of December 31, 2025 and 2024, respectively.

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.

8 unchanged sentences

Balance as of end of year $ 14.2 $ 13.6 $ 11.9

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

Interest and penalties were $ 1.1 million for 2025, $ 0.5 million for 2024, and not material for 2023.

As of December 31, 2025, unrecognized tax benefits of $ 9.8 million, including accrued interest and penalties, would affect the Company’s provision for income taxes if recognized.

39 unchanged sentences

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 Company incurred pre-tax restructuring charges of $ 0.5 million in 2025 as it completed the Restructuring Plan.

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

3 unchanged sentences

Cash payments

( 1.1 ) ( 6.9 )

Stock-based compensation

Balance as of end of year $ — $ 0.6

Subsequent Events

Acquisition of College Finance Company, LLC —On February 20, 2026, the Company entered into a Membership Interest Purchase Agreement with inspHIRE IO Corp., d/b/a Candidly (the Seller), pursuant to which the Company agreed to acquire 100 % of the outstanding membership interests of College Finance Company, LLC.

The aggregate purchase price consisted of $ 18.8 million in cash, subject to customary adjustments for cash and cash equivalents, indebtedness, transaction expenses and working capital.

Out of the purchase price, a cash amount of $ 1.5 million was placed into escrow to secure potential post-closing indemnification rights.

Additionally, under the Membership Interest Purchase Agreement, RSU awards with an aggregate grant-date fair value of approximately $ 3.3 million were granted to certain continuing key employees of College Finance Company, LLC with the value of such RSU awards to be recognized as compensation expense following the close of the acquisition through 2029, generally subject to the employees’ continued employment with the Company.

The value of these RSU awards is excluded from the purchase consideration and accounted for separately from the business combination.

Given the recent timing of the closing of this acquisition, the Company is in the process of evaluating the purchase price allocation for this acquisition.

Repurchase Program —On February 20, 2026, the Company’s Board of Directors approved an increase in the share repurchase authorization under which the Company may repurchase up to an additional $ 100.0 million of its Class A common stock under the Repurchase Program.

Between January 1, 2026 and February 23, 2026, the Company repurchased 4.5 million shares of Class A common stock for $ 50.6 million, including costs associated with the repurchases.

The remaining share repurchase authorization under the Repurchase Program is $ 104.7 million as of February 23, 2026.

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