NERDWALLET, INC.

Previous wording

NerdWallet provides trustworthy financial guidance to consumers and small and mid-sized businesses (SMBs).

Current wording

NerdWallet, Inc. (NerdWallet, we, our, or us) provides consumers and small and mid-sized businesses (SMBs) with trusted guidance across a broad range of finance topics through a digital platform that integrates independent editorial content, comparison tools, data-driven product marketplaces, and access to regulated financial services offered through our subsidiaries. Our mission is to provide clarity for all of life’s financial decisions. Our vision is a world where everyone makes financial decisions with confidence.

Previous wording

Non-GAAP operating income (loss): We define non-GAAP operating income (loss) as income (loss) from operations adjusted to exclude depreciation and amortization, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) change in fair value of contingent consideration related to earnouts, (4) deferred compensation related to earnouts, (5) acquisition-related costs, and (6) restructuring charges. We also reduce income from operations, or increase loss from operations, for capitalized internally developed software costs.

Current wording

Non-GAAP operating income (loss): We define non-GAAP operating income (loss) as income (loss) from operations adjusted to exclude depreciation and amortization, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) acquisition-related costs, and (4) restructuring charges. We also reduce income from operations, or increase loss from operations, for capitalized internally developed software costs.

Previous wording

Adjusted EBITDA: We define adjusted EBITDA as net income (loss) from continuing operations adjusted to exclude depreciation and amortization, interest income (expense), net, other gains (losses), net, and provision (benefit) for income taxes, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) change in fair value of contingent consideration related to earnouts, (4) deferred compensation related to earnouts, (5) stock-based compensation, (6) acquisition-related costs, and (7) restructuring charges.

Current wording

Adjusted EBITDA: We define adjusted EBITDA as net income (loss) from continuing operations adjusted to exclude depreciation and amortization, interest income (expense), net, other gains (losses), net, and provision (benefit) for income taxes, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) stock-based compensation, (4) acquisition-related costs, and (5) restructuring charges.

Previous wording

We believe that non-GAAP operating income (loss) and adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results and in comparing operating results across periods. Moreover, non-GAAP operating income (loss) and adjusted EBITDA are key measurements used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. However, the use of these non-GAAP financial measures have certain limitations because they do not reflect all items of income and expense that affect our operations. Non-GAAP operating income (loss) and adjusted EBITDA have limitations as financial measures, should be considered as supplemental in nature, and are not meant as substitutes for the related financial information prepared in accordance with GAAP. These limitations include the following:

Current wording

We believe that non-GAAP operating income (loss) and adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results and in comparing operating results across periods. Moreover, non-GAAP operating income (loss) and adjusted EBITDA are key measurements used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. However, the use of these non-GAAP measures have certain limitations because they do not reflect all items of income and expense that affect our operations. Non-GAAP operating income (loss) and adjusted EBITDA have limitations as financial measures, should be considered as supplemental in nature, and are not meant as substitutes for the related financial information prepared in accordance with GAAP. These limitations include the following:

Previous wording

•Non-GAAP operating income (loss) and adjusted EBITDA exclude certain acquisition-related costs, including acquisition-related retention compensation under compensatory retention agreements with certain key employees, acquisition-related transaction expenses, contingent consideration fair value adjustments related to earnouts, and deferred compensation related to earnouts;

Current wording

•Non-GAAP operating income (loss) and adjusted EBITDA exclude certain acquisition-related costs, including acquisition-related retention compensation under compensatory retention agreements with certain key employees, and acquisition-related transaction expenses;

Previous wording

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measures” for reconciliations of non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net income (loss), the most directly comparable respective GAAP financial measures.

Current wording

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measures” for reconciliations of non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net income (loss), the most directly comparable financial measures calculated in accordance with GAAP.

Previous wording

Cost of revenue decreased $2.4 million, or 13%, for the three months ended September 30, 2025, primarily due to decreases of $1.4 million in amortization expense related to capitalized software development costs and $1.0 million related to third-party service and data charges. Cost of revenue increased $3.3 million, or 7%, for the nine months ended September 30, 2025, primarily due to a $3.4 million increase related to third-party service and data charges.

Current wording

Cost of revenue decreased $4.6 million, or 26%, for the three months ended March 31, 2026, primarily due to decreases of $3.0 million in amortization expense related to capitalized software development costs and $1.8 million related to third-party service and data charges.

Previous wording

We had income tax provisions of $9.2 million and $13.6 million for the three and nine months ended September 30, 2025, respectively, and $7.7 million and $12.5 million for the three and nine months ended September 30, 2024, respectively. Our effective tax rate was 25.8% and 28.1% for the three and nine months ended September 30, 2025, and 99.2% and 290.7% for the three and nine months ended September 30, 2024, respectively. Our 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. Our effective tax rate for the three and nine months ended September 30, 2024 differed from the U.S. federal statutory income tax rate of 21% primarily due to the valuation allowance previously maintained against our net U.S. deferred tax assets and state taxes, partially offset by research and development credits.

Current wording

The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate which is adjusted for discrete items occurring during the period. We had income tax provisions of $7.6 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Our effective tax rate was 27.0% and 87.2% for the three months ended March 31, 2026 and 2025, respectively. Our effective tax rate for the three months ended March 31, 2026 differs from the U.S. federal statutory income tax rate of 21% primarily due to state taxes and interest on uncertain tax positions. Our effective tax rate for the three months ended March 31, 2025 differed 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.

Previous wording

Based on our ongoing assessment of all available evidence, both positive and negative, including consideration of our historical profitability and the estimated impact of our operating model on future profitability, we concluded that it was more likely than not that our U.S. federal and majority state deferred tax assets are realizable, resulting in a valuation allowance release for federal and states, other than California, during the three months ended December 31, 2024. We continue to maintain a valuation allowance on our California deferred tax assets, which consist primarily of tax credits, as of September 30, 2025. Our judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to our income tax provision in the period of change.

Current wording

We maintain a valuation allowance on our California deferred tax assets, which consist primarily of tax credits, as of March 31, 2026. Our judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to our income tax provision in the period of change.

Previous wording

We compensate for these limitations by reconciling non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net income (loss), the most comparable GAAP financial measures, as follows:

Current wording

We compensate for these limitations by reconciling non-GAAP operating income to income from operations, and adjusted EBITDA to net income, the most comparable GAAP financial measures, as follows:

Previous wording

(1)Represents non-GAAP operating income (loss) as a percentage of revenue.

Current wording

(1)Represents non-GAAP operating income as a percentage of revenue.

Previous wording

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of the changes in income (loss) from operations and net income (loss) for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.

Current wording

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of the changes in income from operations and net income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $120.6 million and $66.3 million, respectively.

Current wording

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $56.3 million and $98.3 million, respectively.

Previous wording

More broadly, we also have purchase obligations under contractual arrangements with vendors and service providers, including for certain web-hosting and cloud computing services and advertising, which do not qualify for recognition on our condensed consolidated balance sheets but which we consider non-cancellable. During the nine months ended September 30, 2025, there have been no material changes in our purchase obligations as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

More broadly, we also have purchase obligations under contractual arrangements with vendors and service providers, including for certain web-hosting and cloud computing services and advertising, which do not qualify for recognition on our condensed consolidated balance sheets but which we consider non-cancellable. During the three months ended March 31, 2026, there have been no material changes in our purchase obligations as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

Share Repurchase Program: We maintain a plan, authorized by our Board of Directors in May 2023 with subsequent additional share repurchase authorizations as approved by our Board of Directors, including a $50.0 million additional share repurchase authorization announced on September 13, 2025, under which we may repurchase shares of our 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 our Class A common stock to reduce our outstanding share count. Under the Repurchase Program, shares of Class A common stock may be repurchased in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions. The Repurchase Program does not have fixed expiration dates and does not obligate us to acquire any specific number of shares. The timing and terms 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, we may, from time to time, enter into Rule 10b5‑1 trading plans to facilitate repurchases. Shares repurchased under the Repurchase Programs are retired. We expect to fund repurchases with existing cash and cash equivalents. We repurchased 1.8 million shares of Class A common stock for $19.2 million, including costs associated with the repurchases, during the nine months ended September 30, 2025. Additionally, we paid $0.3 million of excise taxes during the nine months ended September 30, 2025 which related to previous share repurchases.

Current wording

Share Repurchase Program: We maintain a plan, authorized by our Board of Directors in May 2023 with subsequent additional share repurchase authorizations as approved by our Board of Directors, including a $100.0 million additional share repurchase authorization announced on February 25, 2026, under which we may repurchase shares of our 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 our Class A common stock to reduce our outstanding share count. Under the Repurchase Program, shares of Class A common stock may be repurchased in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions. The Repurchase Program does not have fixed expiration dates and does not obligate us to acquire any specific number of shares. The timing and terms 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, we may, from time to time, enter into Rule 10b5‑1 trading plans to facilitate repurchases. Shares repurchased under the Repurchase Programs are retired. We expect to fund repurchases with existing cash and cash equivalents. We repurchased 6.0 million shares of Class A common stock for $66.2 million, including costs associated with the repurchases, during the three months ended March 31, 2026. Additionally, we paid $0.4 million of excise taxes during the three months ended March 31, 2026 which related to previous share repurchases.

Previous wording

Credit Facility: We, including three of our wholly-owned subsidiaries, maintain a credit agreement (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 us and certain of our domestic subsidiaries for general corporate purposes, including acquisitions. The Credit Facility matures on September 26, 2028. We had no outstanding balance on our Credit Agreement as of September 30, 2025 or December 31, 2024. The available amount to borrow under our Credit Agreement was $123.9 million at both September 30, 2025 and December 31, 2024, which was equal to the available amount under the credit agreement of $125.0 million, net of letters of credit of $1.1 million. Our Credit Agreement contains certain customary financial and non-financial covenants. We were in compliance with all covenants as of September 30, 2025 and December 31, 2024.

Current wording

Credit Facility: We, including three of our wholly-owned subsidiaries, maintain a credit agreement (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 us and certain of our domestic subsidiaries for general corporate purposes, including acquisitions. The Credit Facility matures on September 26, 2028. We had no outstanding balance on our Credit Agreement as of March 31, 2026 or December 31, 2025. The available amount to borrow under our Credit Agreement was $124.5 million at both March 31, 2026 and December 31, 2025, which was equal to the available amount under the credit agreement of $125.0 million, net of letters of credit of $0.5 million. Our Credit Agreement contains certain customary financial and non-financial covenants. We were in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Previous wording

Warehouse Line of Credit: NDL, a wholly-owned subsidiary, maintains a $15.0 million warehouse line of credit to provide NDL short-term funding for mortgage loans originated for sale. Borrowings under the warehouse line of credit bear interest at the greater of the interest rate of the underlying mortgage loans held for sale or a minimum rate of 6%, 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, 2026. NDL had $5.8 million outstanding under the warehouse line of credit as of September 30, 2025, which is included in accrued expenses and other current liabilities on our condensed consolidated balance sheet. The warehouse line of credit requires NDL to comply with certain minimum tangible net worth, liquidity, and insurance requirements. NDL was in compliance with all covenants as of September 30, 2025 and December 31, 2024.

Current wording

Warehouse Line of Credit: Next Door Lending LLC (NDL), a wholly-owned subsidiary, 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 greater of 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 $14.9 million outstanding under the warehouse line of credit as of March 31, 2026, which is included in accrued expenses and other current liabilities on our condensed consolidated balance sheet. The warehouse line of credit requires NDL to comply with certain minimum tangible net worth, liquidity, and insurance requirements. NDL was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Previous wording

Net cash provided by operating activities increased $30.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, driven by net income of $34.7 million for the nine months ended September 30, 2025, as compared to a net loss of $8.2 million for the nine months ended September 30, 2024, as well as a $5.4 million increase in non-cash charges, partially offset by a $17.5 million increase in net cash outflow from changes in operating assets and liabilities. The increase in non-cash charges was primarily due to increases of $11.7 million in deferred taxes and $1.3 million in other, net, partially offset by a $7.6 million decrease in stock-based compensation. The increase in net cash outflow from changes in operating assets and liabilities was primarily due to increases of $10.4 million for accrued expenses and other current liabilities, $5.5 million for accounts payable, $4.2 million for prepaid expenses and other current assets, and $3.6 million for mortgage loans held for sale, partially offset by a $6.7 million decrease for accounts receivable.

Current wording

Net cash provided by operating activities increased $9.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven by a $20.2 million increase in net income, as well as a $2.4 million increase in non-cash charges, partially offset by a $13.6 million increase in net cash outflow from changes in operating assets and liabilities. The increase in non-cash charges was primarily due to a $5.7 million increase in deferred taxes, partially offset by a $2.9 million decrease in depreciation and amortization. The increase in net cash outflow from changes in operating assets and liabilities was primarily due to increases of $17.4 million for accounts payable and $12.0 million for accrued expenses and other current liabilities, partially offset by a $17.1 million decrease for accounts receivable.

Previous wording

Net cash used in investing activities decreased $4.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to decreases of $6.1 million in purchases of investments and $3.5 million in capitalized software development costs, partially offset by $5.0 million of cash paid for an acquisition in the nine months ended September 30, 2025.

Current wording

Net cash used in investing activities increased $15.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to $15.8 million of cash paid for an acquisition in the three months ended March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, there have been no material changes in our critical accounting policies as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

During the three months ended March 31, 2026, there have been no material changes in our critical accounting policies as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025.