NERDWALLET, INC. 10-K

Item 8. Financial Statements and Supplementary Data. NerdWallet, Inc. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm 55 Consolidated Financial Statements of NerdWallet, Inc. and its Consolidated Subsidiaries: Consolidated Balance Sheets 56 Consolidated Statements of Operations 57 Consolidated Statements of Comprehensive Income ( Loss ) 58 Consolidated Statements of Stockholders’ Equity 59 Consolidated Statements of Cash Flows 60 Notes to Consolidated Financial Statements 62 All schedules have been omitted as the information is provided in the financial statements or in related notes thereto, or is not required to be filed as the information is not applicable. 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of NerdWallet, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NerdWallet, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024 and the results of its operations and cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP San Jose, California February 25, 2026 We have served as the Company’s auditor since 2015. 55 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Table of Contents (in millions, except share amounts which are in thousands and per share amounts) As of December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 98.3 $ 66.3 Accounts receivable—net 111.0 102.2 Prepaid expenses and other current assets 35.4 28.2 Total current assets 244.7 196.7 Property, equipment and software—net 31.8 43.0 Goodwill 123.5 112.4 Intangible assets—net 21.5 33.3 Deferred tax asset—noncurrent 29.4 45.6 Right-of-use assets 7.1 5.3 Other assets 3.1 1.3 Total Assets $ 461.1 $ 437.6 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 5.4 $ 8.9 Accrued expenses and other current liabilities 65.5 51.2 Total current liabilities 70.9 60.1 Other liabilities—noncurrent 15.7 13.3 Total liabilities 86.6 73.4 Commitments and contingencies (Note 8) Stockholders’ equity: Preferred stock—$ 0.0001 par value per share— 5,000 shares authorized; zero shares issued and outstanding — — Common stock—$ 0.0001 par value per share— 296,686 shares authorized; 71,289 and 74,108 shares issued and outstanding as of December 31, 2025 and 2024 — — Additional paid-in capital 562.5 530.9 Accumulated other comprehensive income (loss) 0.1 ( 0.2 ) Accumulated deficit ( 188.1 ) ( 166.5 ) Total stockholders’ equity 374.5 364.2 Total Liabilities and Stockholders’ Equity $ 461.1 $ 437.6 See notes to consolidated financial statements. 56 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Table of Contents (in millions, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenue $ 836.6 $ 687.6 $ 599.4 Costs and Expenses: Cost of revenue 63.7 63.5 54.0 Research and development 66.7 82.5 80.5 Sales and marketing 584.7 470.6 401.5 General and administrative 56.3 61.6 59.8 Total costs and expenses 771.4 678.2 595.8 Income from Operations 65.2 9.4 3.6 Other income (expense), net: Interest income 3.2 4.8 3.6 Interest expense ( 0.6 ) ( 0.7 ) ( 0.8 ) Other gains (losses), net 0.4 ( 8.5 ) ( 0.1 ) Total other income (expense), net 3.0 ( 4.4 ) 2.7 Income before income taxes 68.2 5.0 6.3 Income tax provision (benefit) 19.5 ( 25.4 ) 18.1 Net Income (Loss) $ 48.7 $ 30.4 $ ( 11.8 ) Net Income (Loss) per Share Attributable to Common Stockholders Basic $ 0.66 $ 0.40 $ ( 0.15 ) Diluted $ 0.64 $ 0.38 $ ( 0.15 ) Weighted-average Shares Used in Computing Net Income (Loss) per Share Attributable to Common Stockholders Basic 74.3 76.5 76.7 Diluted 75.9 78.9 76.7 See notes to consolidated financial statements. 57 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Table of Contents (in millions) Year Ended December 31, 2025 2024 2023 Net Income (Loss) $ 48.7 $ 30.4 $ ( 11.8 ) Other Comprehensive Income: Change in foreign currency translation 0.3 0.1 0.6 Comprehensive Income (Loss) $ 49.0 $ 30.5 $ ( 11.2 ) See notes to consolidated financial statements. 58 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Table of Contents Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Stockholders’ Equity (in millions, except share amounts which are in thousands) Shares Amount Balance as of December 31, 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 Issuance of Class A common stock pursuant to settlement of restricted stock units 2,253 — — 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 Repurchase of Class A common stock ( 2,268 ) — ( 20.0 ) ( 20.0 ) Stock-based compensation 44.3 44.3 Other comprehensive income 0.6 0.6 Net loss ( 11.8 ) ( 11.8 ) Balance as of December 31, 2023 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 Issuance of Class A common stock pursuant to settlement of restricted stock units 2,709 — — Class A common stock withheld related to net share settlement of restricted stock units ( 150 ) — ( 2.1 ) ( 2.1 ) Issuance of Class A common stock under Employee Stock Purchase Plan 127 — 1.4 1.4 Repurchase of Class A common stock ( 6,486 ) — ( 80.4 ) ( 80.4 ) Stock-based compensation 41.6 41.6 Other comprehensive income 0.1 0.1 Net income 30.4 30.4 Balance as of December 31, 2024 74,108 $ — $ 530.9 $ ( 0.2 ) $ ( 166.5 ) $ 364.2 Issuance of Class A common stock upon exercise of stock options 159 — 1.1 1.1 Issuance of Class A common stock pursuant to settlement of restricted stock units 2,897 — — Class A common stock withheld related to net share settlement of restricted stock units ( 324 ) — ( 3.5 ) ( 3.5 ) Issuance of Class A common stock under Employee Stock Purchase Plan 283 — 2.1 2.1 Repurchase of Class A common stock ( 5,834 ) — ( 70.3 ) ( 70.3 ) Stock-based compensation 31.9 31.9 Other comprehensive income 0.3 0.3 Net income 48.7 48.7 Balance as of December 31, 2025 71,289 $ — $ 562.5 $ 0.1 $ ( 188.1 ) $ 374.5 See notes to consolidated financial statements. 59 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Table of Contents (in millions) Year Ended December 31, 2025 2024 2023 Operating Activities: Net income (loss) $ 48.7 $ 30.4 $ ( 11.8 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 46.4 48.4 48.2 Stock-based compensation 28.6 37.7 38.8 Deferred taxes 16.0 ( 46.1 ) ( 0.5 ) Non-cash lease costs 2.2 2.2 2.8 Other losses, net 1.8 8.6 2.9 Changes in operating assets and liabilities, net of business combinations: Accounts receivable ( 9.4 ) ( 27.0 ) 10.7 Prepaid expenses and other assets ( 2.5 ) ( 1.8 ) ( 4.4 ) Mortgage loans held for sale ( 4.5 ) 2.1 — Accounts payable ( 3.6 ) 6.6 ( 1.8 ) Accrued expenses and other current liabilities 9.8 12.5 ( 2.4 ) Payment of contingent consideration — — ( 14.0 ) Operating lease liabilities ( 2.5 ) ( 3.4 ) ( 3.1 ) Other liabilities 0.6 1.6 6.7 Net cash provided by operating activities 131.6 71.8 72.1 Investing Activities: Purchases of investments ( 2.0 ) ( 8.1 ) — Capitalized software development costs ( 16.9 ) ( 20.7 ) ( 28.8 ) 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 ) Financing Activities: Payment of contingent consideration — — ( 16.9 ) Net borrowing (repayment) on warehouse line of credit 4.4 ( 2.0 ) — Proceeds from line of credit — — 7.5 Payments on line of credit — — ( 7.5 ) Payment of debt issuance costs — — ( 1.4 ) Proceeds from exercises of stock options 1.1 6.3 10.2 Tax payments related to net-share settlements on restricted stock units ( 3.5 ) ( 2.1 ) ( 1.1 ) Issuances of Class A common stock under Employee Stock Purchase Plan 2.1 1.4 3.0 Repurchases of Class A common stock ( 70.2 ) ( 80.1 ) ( 20.0 ) Net cash used in financing activities ( 66.1 ) ( 76.5 ) ( 26.2 ) Effect of exchange rate changes on cash and cash equivalents ( 0.2 ) 0.3 0.1 Net increase (decrease) in cash and cash equivalents 32.0 ( 34.1 ) 16.5 Cash and Cash Equivalents: Beginning of year 66.3 100.4 83.9 End of year $ 98.3 $ 66.3 $ 100.4 60 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Table of Contents (in millions) Year Ended December 31, 2025 2024 2023 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities $ 0.6 $ 0.4 $ 0.5 Repurchases of Class A common stock recorded in accrued expenses and other current liabilities 0.4 0.3 — Supplemental Disclosures of Cash Flow Information: Income tax payments $ 15.1 $ 16.0 $ 13.5 Cash paid for interest 0.3 0.3 0.3 Supplemental Cash Flow Disclosure Related to Operating Leases: 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 4.1 — — See notes to consolidated financial statements. 61 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 1. The Company and its Significant Accounting Policies Organization— NerdWallet, Inc., a Delaware corporation, was formed on December 29, 2011. NerdWallet, Inc. and its subsidiaries (collectively, the Company) provide 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). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain comparative amounts for prior fiscal years have been reclassified to conform to the financial statement presentation as of and for the year ended December 31, 2025. 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 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 2025, 2024 and 2023 was from customers located in the United States. Significantly all of the Company’s long-lived assets as of December 31, 2025 and 2024 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, 2025 2024 2023 Revenue $ 836.6 $ 687.6 $ 599.4 Costs and Expenses: Performance marketing 416.9 297.4 206.5 Brand marketing 65.1 68.6 84.4 Personnel-related expenses 1 168.1 178.2 190.0 Stock-based compensation 1 31.9 40.1 44.3 Capitalized internally developed software costs ( 20.4 ) ( 24.0 ) ( 32.4 ) Depreciation and amortization 46.4 48.4 48.2 Other segment costs and expenses 2 63.4 69.5 54.8 Total costs and expenses 771.4 678.2 595.8 Income from Operations $ 65.2 $ 9.4 $ 3.6 (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, 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. 62 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 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. While the Company deposits cash and cash equivalents with high credit quality financial institutions, including First Citizens Bank & Trust Company (through its Silicon Valley Bank division), HSBC and JPMorgan Chase Bank, N.A., to lessen the Company’s exposure, such cash deposits may exceed federally insured limits at these financial institutions. To mitigate the risk associated with deposits exceeding federally insured limits, the Company manages exposure by utilizing deposit accounts which include sweep features to third-party money market funds, with total money market funds of $ 67.0 million and $ 36.8 million as of December 31, 2025 and 2024, respectively. Based on these facts, collectability of bank balances appears to be adequately assured. 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. All assets and liabilities accounts of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Equity transactions are translated using historical exchange rates. Revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included as a separate component 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 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. Fair Value Measurements— The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: Level 1 —Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 —Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means. Level 3 —Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. 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. 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. 63 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Trade Accounts Receivable — Trade accounts receivable are recorded at the invoiced amount or amounts due from customers via affiliate relationships at the end of each month. Invoiced amounts do not bear interest. The Company generally does not require collateral or other security in support of accounts receivable. Accounts receivable are past due when they are outstanding longer than the contractual payment terms. The Company determines an allowance for credit losses by considering available information, including the length of time accounts receivable are past due, previous loss history, and reasonable and supportable expectations regarding the specific customer’s ability to pay its financial obligations. If the Company becomes aware of changes in circumstances that are indicative of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in operating results or changes in financial position, estimates of the allowance for credit losses are further adjusted. The allowance for credit losses was $ 1.7 million and $ 0.5 million as of December 31, 2025 and 2024, respectively. The Company does no t have any off-balance-sheet credit exposure related to its customers. Property, Equipment, and Software, Net — Property, equipment, and software are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which are generally three years for computers and equipment, three years for software, and five years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the term of the related lease. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition or retirement, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected as operating expenses in the consolidated statement of operations. Capitalized Software Development Costs — The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance, training and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at one to five years . The estimated useful lives of website and software development activities are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. Amortization expense is included within cost of revenue in the consolidated statement of operations. Business Combinations — The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair value. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statement of operations. As of December 31, 2025, the Company has not recorded material measurement period adjustments in connection with its business combinations. 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, an impairment loss would be recognized for the difference. 64 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Intangible Assets — Intangible assets include acquired intangible assets identified through business combinations, which are carried at the estimated fair value recorded upon acquisition less accumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization costs for developed technology is included in cost of revenue and amortization for customer relationships, trade names and user base are included in sales and marketing within the consolidated statement of operations. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment of Long-Lived Assets — The Company reviews long-lived assets, including property and equipment, capitalized software development costs, 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. If such assets or asset group are considered to be impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset or asset group. Revenue Recognition — The Company generates substantially all its revenue through fees paid by its financial services partners in the form of either revenue per action, revenue per click, revenue per lead and revenue per funded loan arrangements. For these revenue arrangements, in which a partner pays only when a consumer 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. 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 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. 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. 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. 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. The Company’s payment terms vary by customer and verticals. The term between invoicing and when payment is due is generally 30 days or less. 65 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Cost of Revenue —Cost of revenue consists primarily of amortization expense associated with capitalized software development costs and developed technology; credit scoring fees and account linking fees; and third-party data center costs. Research and Development — Research and development expenses primarily consist of personnel related costs, technology and facility-related expenses and contractor expense for our engineering, product management, data and other personnel engaged in maintaining and enhancing the functionality of our platform. Research and development costs are expensed as incurred. Sales and Marketing — Sales and marketing expenses include advertising and promotion costs, costs related to brand campaign fees, marketing, business operations team and editorial personnel and related costs, including stock-based compensation. Components of sales and marketing expenses are as follows: (in millions) Year Ended December 31, 2025 2024 2023 Performance marketing $ 416.9 $ 297.4 $ 206.5 Brand marketing 65.1 68.6 84.4 Organic and other marketing 102.7 104.6 110.6 Total sales and marketing $ 584.7 $ 470.6 $ 401.5 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 $ 486.4 million, $ 370.3 million, and $ 294.7 million for 2025, 2024 and 2023, respectively. Leases — The Company leases real estate facilities and general office equipment under operating leases expiring at various dates through 2030. 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. For this purpose, the Company considered lease term and only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. When determining the incremental borrowing rates, the Company considered information including, but not limited to, the lease term, the Company’s credit rating and interest rates of similar debt instruments with comparable credit ratings. The Company’s lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred in the consolidated statement of operations. Nonlease components that are not fixed are expensed as incurred as variable lease payments. The Company’s lease agreements generally do not contain any residual guarantees or restrictive covenants. Operating leases are included in other assets, accrued expenses and other current liabilities, and other liabilities—noncurrent in the consolidated balance sheets. 66 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 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. RSUs : 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 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. 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 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. 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 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. • 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. ESPP: 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. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for income tax reporting purposes measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records uncertain tax positions in accordance with accounting standards on the basis of a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to include interest and penalties within its provision for income taxes. 67 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 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 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. 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. Comprehensive income (loss) is comprised of all components of net income (loss) and all components of other comprehensive income (loss) within stockholders’ equity. Other comprehensive income (loss) includes adjustments for foreign currency translation. 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 Issued Accounting Pronouncements Not Yet Adopted — In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): 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, 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. 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. 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. 68 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 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. 2. Revenue The following presents a disaggregation of the Company’s revenue based on product category: (in millions) Year Ended December 31, 2025 2024 2023 Insurance $ 280.8 $ 191.6 $ 45.0 Credit cards 133.4 176.4 209.7 SMB products 100.0 109.8 101.2 Loans 133.4 84.5 101.6 Emerging verticals 189.0 125.3 141.9 Total revenue $ 836.6 $ 687.6 $ 599.4 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. 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. Credit cards revenue is primarily generated through revenue per action 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. 69 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 3. Fair Value Measurements 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: (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value As of December 31, 2025 Assets: Cash and cash equivalents—money market funds $ 67.0 $ — $ — $ 67.0 Mortgage loans held for sale — 7.1 — 7.1 Certificate of deposit — 2.3 — 2.3 $ 67.0 $ 9.4 $ — $ 76.4 (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value As of December 31, 2024 Assets: Cash and cash equivalents—money market funds $ 36.8 $ — $ — $ 36.8 Mortgage loans held for sale — 2.6 — 2.6 Certificate of deposit — 2.2 — 2.2 $ 36.8 $ 4.8 $ — $ 41.6 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. 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 gains (losses), net on both the Company’s consolidated statements of operations and of cash flows. 4. Significant Consolidated Balance Sheet Components Prepaid expenses and other current assets consisted of the following: (in millions) As of December 31, 2025 2024 Prepaid expenses $ 12.2 $ 14.6 Mortgage loans held for sale 7.1 2.6 Income taxes receivable 9.9 0.3 Contract assets 3.5 6.8 Certificate of deposit 2.3 2.2 Other current assets 0.4 1.7 Total prepaid expenses and other current assets $ 35.4 $ 28.2 70 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Property, equipment and software, net consisted of the following: (in millions) As of December 31, 2025 2024 Capitalized software development costs $ 99.1 $ 124.6 Office equipment 3.9 4.2 Furniture and fixtures 0.9 1.4 Leasehold improvements 1.4 2.3 Total property, equipment and software 105.3 132.5 Accumulated depreciation and amortization ( 73.5 ) ( 89.5 ) Total property, equipment and software—net $ 31.8 $ 43.0 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. No losses on disposal related to software development costs were recorded in 2025, 2024 or 2023. 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: (in millions) As of December 31, 2025 2024 Unbilled accounts payable $ 46.9 $ 33.7 Accrued compensation 6.0 4.8 Income taxes payable 0.5 3.1 Warehouse line of credit 6.9 2.5 Operating lease liabilities 1.9 2.3 Other accrued expenses 3.3 4.8 Total accrued expenses and other current liabilities $ 65.5 $ 51.2 Other liabilities—noncurrent consisted of the following: (in millions) As of December 31, 2025 2024 Operating lease liabilities $ 6.1 $ 4.1 Unrecognized tax benefit liability 9.6 8.8 Other noncurrent liabilities — 0.4 Total other liabilities—noncurrent $ 15.7 $ 13.3 71 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 5. 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. 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, $ 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. 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. 6. Goodwill and Intangible Assets The balance of goodwill, net is as follows: (in millions) Year Ended December 31, 2025 2024 Balance as of beginning of year $ 112.4 $ 111.5 Acquisitions 10.7 0.9 Foreign currency translation adjustment 0.4 — Balance as of end of year $ 123.5 $ 112.4 No impairment charges have been recorded for goodwill in 2025, 2024 or 2023. 72 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Intangible assets with finite lives related to the following: (dollars in millions) Weighted-Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount As of December 31, 2025 Technology 1.5 $ 55.5 $ ( 40.7 ) $ 14.8 User base 1.8 19.4 ( 14.3 ) 5.1 Customer relationships 2.5 14.2 ( 12.6 ) 1.6 Trade names 0.4 ( 0.4 ) — Total $ 89.5 $ ( 68.0 ) $ 21.5 (dollars in millions) Weighted-Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount As of December 31, 2024 Technology 2.5 $ 55.5 $ ( 30.9 ) $ 24.6 User base 2.8 19.4 ( 11.6 ) 7.8 Customer relationships 0.8 12.2 ( 11.3 ) 0.9 Trade names 0.4 ( 0.4 ) — Total $ 87.5 $ ( 54.2 ) $ 33.3 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: (in millions) Years Ending December 31, Amortization 2026 $ 13.3 2027 7.9 2028 0.3 Total $ 21.5 No impairment charges have been recorded for intangible assets in 2025, 2024 or 2023. 7. Debt 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. The Credit Agreement provides for a $ 125.0 million senior secured revolving credit facility (the Credit Facility), with the option to increase up to an additional $ 75.0 million, and is available to be used by the Company and certain of its domestic subsidiaries for general corporate purposes, including acquisitions. The Credit Agreement includes 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. The Credit Facility is secured by substantially all of the Company’s assets. The Company and each of its material domestic subsidiaries is a guarantor of all of the obligations under the Credit Facility. The Credit Facility matures on September 26, 2028. 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. 73 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 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. In addition, the Credit Agreement contains other standard affirmative and negative covenants such as those which (subject to certain thresholds) limit the ability of the Company and its subsidiaries to, among other things, incur debt, incur liens, engage in mergers, consolidations, liquidations or acquisitions, enter into new lines of business not related to the Company’s current lines of business, make certain investments, make distributions on or repurchase its equity securities, engage in transactions with affiliates, or enter into certain hedging obligations. Events of default under the Credit Agreement include, among other things, payment defaults, breaches of representations, warranties or covenants, defaults under material indebtedness, certain events of bankruptcy or insolvency, judgment defaults, certain defaults or events relating to employee benefit plans or a change in control of the Company. 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, 2025 and 2024, respectively. 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 $ 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, 2025 and 2024, respectively. 8. Commitments and Contingencies 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. Litigation and Other Legal Matters —The Company is involved from time to time in litigation, claims, and proceedings. Periodically, the Company evaluates the status of each legal matter and assesses potential financial exposure. If the potential loss from any legal proceeding or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimable. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based only on the information available at the time. As additional information becomes available, the Company reassesses the potential liability related to the legal proceeding or litigation, and may revise its estimates. Management is not currently aware of any matters that it expects will have a material effect on the financial position, results of operations, or cash flows of the Company. The Company has not accrued any material potential loss as of December 31, 2025 or 2024. 74 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 9. Leases Components of operating lease costs are as follows: (in millions) Year Ended December 31, 2025 2024 2023 Operating lease cost $ 3.0 $ 2.9 $ 3.4 Sublease income ( 0.3 ) ( 0.5 ) — Net lease cost $ 2.7 $ 2.4 $ 3.4 Lease term and discount rate are as follows: As of December 31, 2025 2024 Weighted-average remaining lease term (years) 4.0 3.6 Weighted-average discount rate 6.1 % 5.4 % 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 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. 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, in 2023. ROU assets were $ 7.1 million and $ 5.3 million as of December 31, 2025 and 2024, respectively. The maturities of lease liabilities as of December 31, 2025 are as follows: (in millions) Years Ending December 31, Amount 2026 $ 2.4 2027 2.3 2028 2.3 2029 1.5 2030 0.5 Total undiscounted cash flows $ 9.0 Less: imputed interest ( 1.0 ) Present value of lease liabilities $ 8.0 Less: lease liabilities, current ( 1.9 ) Total lease liabilities, noncurrent $ 6.1 75 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 10. Stockholders’ Equity 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. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of the Company’s common stock. There were no shares of preferred stock outstanding as of December 31, 2025 or 2024. 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. 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, 2025 and 2024, there were 39.6 million and 42.4 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, 2025 and 2024. 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 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. Shares repurchased under the Repurchase Program are retired. 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. 76 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Common Shares Reserved for Future Issuance The Company had reserved the following shares of Class A common stock for future issuance: (in thousands) As of December 31, 2025 2024 Shares outstanding from stock options and RSUs 9,856 7,904 Shares available for future equity award grants 12,444 13,642 Shares available for future ESPP offerings 1,707 1,249 Total shares reserved 24,007 22,795 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. 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, non-employee directors and consultants of the Company, with such awards subject to vest according to an award-specific schedule as approved by the Board of Directors. 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. 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. Stock Options— A summary of the Company’s stock option activity for its Plans is as follows: Outstanding Stock Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Balance as of December 31, 2024 1 3,283 $ 12.40 6.2 $ 7.1 Granted 2 2,324 $ 10.55 Exercised ( 159 ) $ 7.22 Cancelled/forfeited 2 ( 662 ) $ 13.11 Balance as of December 31, 2025 1 4,786 $ 11.58 7.2 $ 13.4 Vested and exercisable as of December 31, 2025 2,555 $ 12.50 5.5 $ 6.3 ______________ (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. 77 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 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 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 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 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, 2025 2024 Expected volatility 58.0 % 58.1 % Expected term (in years) 6.0 5.9 Risk-free interest rate 4.1 % 4.2 % Restricted Stock Units — A summary of the Company’s outstanding nonvested RSUs for its Plans is as follows: Number of Units (in thousands) Weighted-Average Grant-Date Fair Value Nonvested as of December 31, 2024 1 4,621 $ 12.57 Granted 1 4,355 $ 9.94 Vested 1 ( 2,897 ) $ 11.28 Forfeited ( 1,009 ) $ 12.09 Nonvested as of December 31, 2025 1 5,070 $ 11.13 ______________ (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 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 . The total fair value of shares that vested under RSUs was $ 32.3 million and $ 37.0 million during 2025 and 2024, respectively. Unrecognized compensation cost related to RSUs was $ 51.8 million as of December 31, 2025, with these costs expected to be recognized over a weighted-average period of approximately 2.8 years. 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 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. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $ 1.0 million and $ 0.7 million during 2025 and 2024, respectively. Unrecognized compensation cost related to the ESPP was $ 0.3 million as of December 31, 2025, 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. 78 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents The fair value of purchase rights granted under the ESPP were determined on the date of grant using the following weighted-average assumptions: Year Ended December 31, 2025 2024 Expected volatility 62.8 % 54.3 % Expected term (in years) 0.5 0.5 Risk-free interest rate 4.0 % 4.7 % Stock-Based Compensation — The Company recognized stock-based compensation under the Plans and ESPP as follows: (in millions) Year Ended December 31, 2025 2024 2023 Research and development $ 8.5 $ 10.1 $ 11.2 Sales and marketing 8.6 10.0 13.8 General and administrative 11.5 16.2 13.8 Total $ 28.6 $ 36.3 $ 38.8 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 $ 7.1 million and $ 10.9 million in 2025 and 2024, respectively. 11. Income Taxes Income before the provision for (benefit from) income taxes consisted of the following: (in millions) Year Ended December 31, 2025 2024 2023 Domestic $ 69.8 $ 7.7 $ 9.7 Foreign ( 1.6 ) ( 2.7 ) ( 3.4 ) Total $ 68.2 $ 5.0 $ 6.3 The components of the provision for (benefit from) income taxes are as follows: (in millions) Year Ended December 31, 2025 2024 2023 Current: Federal $ 0.6 $ 17.8 $ 13.8 State 2.9 2.9 4.8 Total 3.5 20.7 18.6 Deferred: Federal 15.2 ( 39.5 ) — State 1.1 ( 6.1 ) — Foreign ( 0.3 ) ( 0.5 ) ( 0.5 ) Total 16.0 ( 46.1 ) ( 0.5 ) Provision for (benefit from) income taxes $ 19.5 $ ( 25.4 ) $ 18.1 79 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: (in millions) Year Ended December 31, 2025 2024 2023 Tax at federal statutory rate $ 14.3 $ 1.1 $ 1.3 Permanent items ( 0.5 ) ( 0.5 ) ( 0.6 ) Foreign rate differential — 0.6 0.3 Stock-based compensation 2.3 1.3 1.2 Tax credits ( 2.1 ) ( 4.7 ) ( 8.0 ) 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 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. Con. Res. 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. The Company’s deferred tax assets and liabilities are as follows: (in millions) As of December 31, 2025 2024 Deferred tax assets: Accruals and reserves $ 2.0 $ 1.6 Tax credits 12.7 12.1 Stock-based compensation 3.4 3.9 Capitalized research and development expenses 30.4 55.5 Net operating loss carryforwards 5.5 3.2 Lease liabilities 2.0 1.6 Other 0.4 0.4 Total gross deferred tax assets 56.4 78.3 Deferred tax liabilities: Prepaid expenses and other ( 0.5 ) ( 0.4 ) ROU assets ( 1.8 ) ( 1.3 ) Basis difference for fixed assets and intangibles ( 10.3 ) ( 17.1 ) Total gross deferred tax liabilities ( 12.6 ) ( 18.8 ) Valuation allowance for deferred tax assets ( 14.4 ) ( 14.1 ) Net deferred tax asset $ 29.4 $ 45.4 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. 80 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 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. 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. 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, 2025. 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. A reconciliation of unrecognized tax benefits, excluding accrued interest and penalties, are as follows: (in millions) Year Ended December 31, 2025 2024 2023 Balance as of beginning of year $ 13.6 $ 11.9 $ 9.9 Increases related to prior year tax positions — 0.5 0.5 Decreases related to prior year tax positions — — ( 1.1 ) Expiration of statute of limitations — ( 0.1 ) ( 0.4 ) Current year increases 0.6 1.3 3.0 Balance as of end of year $ 14.2 $ 13.6 $ 11.9 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. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. The Company files income tax returns in the U.S. federal and various state jurisdictions. The Company’s tax years for 2015 and forward are subject to examination by U.S. and various state tax authorities due to certain acquired attribute carryforwards. 81 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 12. 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, 2025 2024 2023 Numerator: Net income (loss) attributable to common stockholders–basic and diluted $ 48.7 $ 30.4 $ ( 11.8 ) Denominator: Weighted-average shares of common stock–basic 74.3 76.5 76.7 Effect of dilutive RSUs, stock options and ESPP shares 1.6 2.4 — Weighted-average shares of common stock–diluted 75.9 78.9 76.7 Net income (loss) per share attributable to common stockholders: Basic $ 0.66 $ 0.40 $ ( 0.15 ) Diluted $ 0.64 $ 0.38 $ ( 0.15 ) 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, 2025 2024 2023 Shares subject to outstanding stock options and RSUs 4.8 4.1 8.9 ESPP 0.1 — 0.3 13. Employee Benefit Plan The Company sponsors a 401(k) savings plan (the Savings Plan). All employees are eligible to participate in the Savings Plan after meeting certain eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the Savings Plan up to the limit allowed by the applicable income tax regulations. The Company’s policy is to match employee contributions up to certain overall limits. The Company made matching contributions of $ 3.7 million, $ 4.2 million and $ 4.8 million during 2025, 2024 and 2023, respectively. 82 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents 14. 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 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: (in millions) Year Ended December 31, 2025 2024 Balance as of beginning of year $ 0.6 $ — Charge 0.5 9.0 Cash payments ( 1.1 ) ( 6.9 ) Stock-based compensation — ( 1.5 ) Balance as of end of year $ — $ 0.6 15. 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. ****** 83 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.