NERDWALLET, INC.

1. The Company and Basis of Presentation

The Company—NerdWallet, Inc., a Delaware corporation, was formed on December 29, 2011. NerdWallet, Inc. and its subsidiaries (collectively, the Company) provide consumer-driven advice about personal finance through its platform by connecting individuals and small and mid-sized businesses (SMBs) with providers of financial products.

Basis of Consolidation and Presentation—The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position and results of operations for the periods presented. The accompanying unaudited interim condensed 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 the three and nine months ended September 30, 2024 have been reclassified to conform to the financial statement presentation as of and for the three and nine months ended September 30, 2025. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other future period.

Segments—The Company hasone operating segment. The measure of segment assets is presented as total assets in the condensed consolidated balance sheets.

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

(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 condensed consolidated statements of operations, and comprised of other income (expense), net, and income tax provision (benefit).

Sales and Marketing—Components of sales and marketing expenses are as follows:

Business Combination—On June 13, 2025, the Company acquired a privately-held financial services company for a purchase consideration of $5.0 million in cash. This acquisition has been accounted for as a business combination. The fair value of assets acquired totaled $2.0 million and was comprised of intangible assets for customer relationships with athree-year estimated useful life, and the Company recorded $3.0 million of goodwill.

The contribution from this acquisition following the closing date through September 30, 2025 wasnot material to the Company’s revenue and operating income for the three and nine months ended September 30, 2025. Pro forma results of operations have not been provided to reflect this acquisition as such results would not have been materially different from the Company’s reported results.

Lease Amendment—In April 2025, the Company commenced an amendment of an operating lease for office space in Arizona, and recorded a $4.0 million right-of-use (ROU) asset and $4.0 million of corresponding operating lease liabilities. The amendment expires in 2030, with total remaining future lease payments of $4.7 million as of September 30, 2025. The amendment also 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.

Significant Accounting Policies—During the nine months ended September 30, 2025, there have been no material changes to the Company’s significant accounting policies as disclosed in Note 1–The Company and its Significant Accounting Policies in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements Not Yet Adopted—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 these new standards on the Company’s condensed consolidated financial statements.

2. Revenue

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

Revenue recognized during the nine months ended September 30, 2025 which was deferred as of December 31, 2024, wasimmaterial. During the nine months ended September 30, 2024, the Company recognized $4.1 million of revenue that was deferred as of December 31, 2023, all of which was recognized during the three months ended March 31, 2024.

The contract asset recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet related to estimated variable consideration was $4.5 million and $6.8 million as of September 30, 2025 and December 31, 2024, respectively.

3. Fair Value Measurements

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:

4. Significant Condensed Consolidated Balance Sheet Components

During the three and nine months ended September 30, 2025, the Company made a strategic investment of $2.0 million in equity interests of a limited liability company. These equity interests do not have a readily determinable fair value and 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 condensed consolidated balance sheet. The carrying value of the Company’s equity method investment was $2.0 million as of September 30, 2025, and there were no related changes in carrying amount or impairment during the three and nine months ended September 30, 2025.

Property, equipment and software, net includes capitalized software development costs, net of accumulated amortization, of $30.7 million and $40.5 million as of September 30, 2025 and December 31, 2024, respectively. The Company capitalized $5.6 million and $15.4 million of software development costs during the three and nine months ended September 30, 2025, respectively, and $5.7 million and $19.0 million during the three and nine months ended September 30, 2024, respectively. The Company recorded amortization expense related to capitalized software development costs of $7.6 million and $25.3 million during the three and nine months ended September 30, 2025, respectively, and $9.0 million and $25.3 million during the three and nine months ended September 30, 2024, respectively.

Accrued expenses and other current liabilities include unbilled accounts payable of $44.0 million and $33.7 million, short‑term borrowings under a warehouse line of credit of $5.8 million and $2.5 million, and operating lease liabilities of $1.9 million and $2.3 million, as of September 30, 2025 and December 31, 2024, respectively.

Other liabilities—noncurrent includes operating lease liabilities of $6.6 million and $4.1 million as of September 30, 2025 and December 31, 2024, respectively.

5. 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–Leases for discussion of an amendment of an operating lease for office space. As of September 30, 2025, there were no other material changes to the Company’s commitments and other financial arrangements as disclosed in Note 8–Commitments and Contingencies in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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 September 30, 2025 or December 31, 2024.

6. Stockholders’ Equity

Share Repurchase Program—The Company maintains a plan, authorized by its Board of Directors in May 2023 with subsequent additional share repurchase authorizations as approved by the Board of Directors, including a $50.0 million additional share repurchase authorization announced on September 13, 2025, under which the Company may repurchase shares of the Company’s Class A common stock (collectively, the Repurchase Program).

The Company repurchased 1.8 million shares of Class A common stock for $19.2 million during the three and nine months ended September 30, 2025, and repurchased 5.7 million and 5.8 million shares, respectively, for $71.1 million and $72.2 million, respectively, during the three and nine months ended September 30, 2024. Additionally, the Company paid $0.3 million of excise taxes during the nine months ended September 30, 2025 which related to previous share repurchases. The remaining share repurchase authorization under the Repurchase Program is $55.8 million as of September 30, 2025.

Between October 1, 2025 and November 5, 2025, the Company repurchased 2.3 million shares of Class A common stock for $25.5 million. The remaining share repurchase authorization under the Repurchase Program is $30.3 million as of November 5, 2025.

Equity Incentive Plans—The 2021 Equity Incentive Plan and the predecessor 2012 Equity Incentive Plan, both as amended, along with the 2022 Inducement Equity Incentive Plan (collectively, the Plans) comprise the equity incentive plans of the Company.

Under the terms of the 2021 Equity Incentive Plan, the number of shares of Class A common stock reserved for issuance under the plan will automatically increase on January 1 of each calendar year, starting January 1, 2023 and ending on and including January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on December 31 of the prior calendar year, unless the Company’s Board of Directors determines prior to the date of increase that there will be a lesser increase, or no increase. In accordance with these plan terms, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Equity Incentive Plan increased by 3.7 million shares effective January 1, 2025.

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

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

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

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2025 was $5.96 per share. The aggregate intrinsic value of options exercised wasimmaterial for the nine months ended September 30, 2025.

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

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

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

The total fair value of shares that vested under RSUs was $25.8 million during the nine months ended September 30, 2025.

Employee Stock Purchase Plan—The terms of the Employee Stock Purchase Plan (ESPP) provide for 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. In accordance with these plan terms, the aggregate number of Class A common stock authorized for issuance under the ESPP increased by 0.7 million effective January 1, 2025. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $0.2 million and $0.7 million during the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.4 million during the three and nine months ended September 30, 2024, respectively.

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

In addition, stock-based compensation capitalized related to software development costs was $0.9 million and $0.7 million during the three months ended September 30, 2025 and 2024, respectively, and $2.5 million and $2.9 million during the nine months ended September 30, 2025 and 2024, respectively.

7. Income Taxes

The Company’s tax provision for the three and nine months ended September 30, 2025 was determined using an estimated annual effective tax rate which is adjusted for discrete items occurring during the periods presented. The Company’s tax provision for the three and nine months ended September 30, 2024 was determined using a discrete effective tax rate method, as allowed by ASC Topic 740-270, Income Taxes, Interim Reporting, as the Company had determined that small changes in estimated “ordinary” income would have resulted in significant changes in the estimated annual effective tax rate.

The Company’s effective tax rate for the three and nine months ended September 30, 2025 differs from the U.S. federal statutory income tax rate of 21% primarily due to discrete items related to stock-based compensation and uncertain tax positions. The primary difference between the Company’s effective tax rate and the statutory federal income tax rate for the three and nine months ended September 30, 2024 was the full valuation allowance previously maintained on the Company’s federal, state and foreign deferred tax attributes. 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. The Company continues to maintain a valuation allowance on its California deferred tax assets, which consist primarily of tax credits, as of September 30, 2025. The Company’s judgment regarding the likelihood of realization of its deferred tax assets could change in future periods, which could result in a material impact in the Company’s income tax provision in the period of change.

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.

8. Net Income (Loss) per Basic and Diluted Share

The following table provides the basic and diluted per share computations for net income (loss) attributable to common stockholders:

The following common stock equivalents were excluded from the computation of diluted net income (loss) per share because including them would have been antidilutive: