NERDWALLET INC
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
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FY2023 · Filed Feb 20, 2024
NRDS$7.42-5.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Exhibits.
| ExhibitNumber | Description of Exhibit | Location |
| 2.1 | Agreement and Plan of Merger and Reorganization, dated June 23, 2022, by and among NerdWallet, Inc., On the Barrelhead, Inc., Bighorn Merger Sub Corp., Bighorn Merger Sub 2, LLC, NerdWallet Compare, Inc. and Fortis Advisors LLC, as the stockholder representative. | Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed June 24, 2022 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed November 10, 2021 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed November 10, 2021 |
| 4.1 | Description of Securities of the Registrant. | Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (No. 001-40994) filed March 24, 2022 |
| 10.1 | Investors’ Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated January 30, 2015. | Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.2 | Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated June 19, 2015. | Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.3 | Second Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated August 26, 2015. | Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.4 | Third Amendment of Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated June 29, 2016. | Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.5 | Amendment No. 4 to the Investors' Rights Agreement, by and between the Registrant and certain holders of its capital stock, dated April 7, 2020. | Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.6 | Side Letter, by and between Innovius Capital Sirius I L.P. and the Registrant, dated July 17, 2020. | Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.7 | Side Letter Amendment Agreement, by and between Innovius Capital Sirius I, L.P. and the Registrant, dated October 19, 2021. | Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 |
| 10.8 | Credit Agreement, dated as of September 26, 2023 among NerdWallet, Inc., the subsidiary guarantors from time to time party thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, and the Lenders party thereto, as amended by that First Amendment to Credit Agreement, dated November 1, 2023. | Filed herewith |
| 10.9 | Sublease Agreement between Yelp Inc. and the Registrant, dated April 27, 2021. | Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.10+ | 2012 Equity Incentive Plan. | Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| ExhibitNumber | Description of Exhibit | Location |
| 10.11+ | Forms of Stock Option Agreement, Notice of Stock Option Grant, and Exercise Notice under the 2012 Equity Incentive Plan. | Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.12+ | Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan. | Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.13+ | 2021 Equity Incentive Plan, as amended. | Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-265197) filed May 25, 2022 |
| 10.14+ | Forms of Notice of Stock Option Grant, Stock Option Agreement, and Exercise Notice under the 2021 Equity Incentive Plan. | Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 |
| 10.15+ | Form of Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan. | Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 |
| 10.16+ | Form of PSU Agreement with Change of Control under the 2021 Equity Incentive Plan. | Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (001-40994) filed March 17, 2023 |
| 10.17+ | 2022 Inducement Equity Incentive Plan. | Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-266087) filed July 11, 2022 |
| 10.18+ | Form of RSU Inducement Award Agreement for OTB Founders under the 2022 Inducement Equity Incentive Plan. | Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (No. 333-266087) filed July 11, 2022 |
| 10.19+ | Form of RSU Inducement Award Agreement for Other Employees under the 2022 Inducement Equity Incentive Plan. | Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (No. 333-266087) filed July 11, 2022 |
| 10.20+ | 2021 Employee Stock Purchase Plan. | Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021 |
| 10.21+ | Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer. | Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.22+ | Amended and Restated Change of Control and Severance Policy. | Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (001-40994) filed March 17, 2023 |
| 10.23+ | Offer Letter, by and between Tim Chen and the Registrant, dated June 25, 2021. | Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 10.24+ | Offer Letter, by and between Lauren StClair and the Registrant, dated November 23, 2020. | Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 8, 2021 |
| 21.1 | Subsidiaries of the Registrant. | Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (No. 001-40994) filed March 24, 2022 |
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | Filed herewith |
| 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| ExhibitNumber | Description of Exhibit | Location |
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | * |
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | * |
| 97.1 + | Compensation Recovery Policy of the Registrant. | Filed herewith |
| 101.INS | XBRL Instance Document.(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ** |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | ** |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ** |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | ** |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ** |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ** |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101). | ** |
- Indicates a management contract or compensatory plan.
*The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
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