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 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 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, 2025.

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 months ended March 31, 2025 have been reclassified to conform to the presentation as of and for the three months ended March 31, 2026. The results of operations for the three months ended March 31, 2026 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 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), acquisition-related expenses and retention, and brand marketing.

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:

Significant Accounting Policies—During the three months ended March 31, 2026, 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, 2025.

Recently Adopted Accounting Pronouncement—In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update (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 Accounting Standards Codification 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 Company adopted the provisions of ASU 2025-05 as of January 1, 2026, and such adoption did not have an impact on the Company’s financial condition and results of operations within its condensed consolidated financial statements.

2. Revenue

Effective with the three months ended March 31, 2026, the Company presents revenue disaggregated by user groups: Consumer and SMB. This presentation is consistent with recent changes in how management evaluates the Company’s financial and business performance, including the information currently reviewed by the Company’s chief operating decision maker. Consumer revenue includes revenue from financial products and services intended for individual consumers, including insurance, credit cards, loans, bank accounts and other products and services. Consumer revenue includes the previously reported Insurance, Credit cards, Loans and Emerging verticals product categories. SMB revenue includes revenue from financial products and services intended for SMBs, including loans, credit cards and other products and services. Prior period disaggregation of revenue has been recast to conform to this new presentation. The following presents a disaggregation of the Company’s revenue based on user group:

The contract asset recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet related to estimated variable consideration was $5.4 million and $3.5 million as of March 31, 2026 and December 31, 2025, 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 months ended March 31, 2026, the Company made a strategic investment of $2.0 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, and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer. 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. Equity investments without readily determinable fair values are included in other assets on the Company’s condensed consolidated balance sheet, and any related gains or losses would be included in other gains (losses), net on the Company’s condensed consolidated statements of operations. Equity investments without readily determinable fair values were $2.0 million as of March 31, 2026, and there were no related changes in carrying amount or impairment during three months ended March 31, 2026.

Property, equipment and software, net includes capitalized software development costs, net of accumulated amortization, of $28.5 million and $29.7 million as of March 31, 2026 and December 31, 2025, respectively. The Company capitalized $4.5 million and $5.1 million of software development costs during the three months ended March 31, 2026 and 2025, respectively. The Company recorded amortization expense related to capitalized software development costs of $5.7 million and $8.8 million during the three months ended March 31, 2026 and 2025, respectively.

Accrued expenses and other current liabilities includes unbilled accounts payable of $45.1 million and $46.9 million, short‑term borrowings under a warehouse line of credit of $14.9 million and $6.9 million, and operating lease liabilities of $2.0 million and $1.9 million, as of March 31, 2026 and December 31, 2025, respectively.

Other liabilities—noncurrent includes operating lease liabilities of $5.6 million and $6.1 million as of March 31, 2026 and December 31, 2025, respectively.

5. Business Combination

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, pursuant to which the Company agreed to acquire 100% of the outstanding membership interests of College Finance Company, LLC (College Finance), which operates a student loan marketplace to connect borrowers with lenders. The preliminary purchase consideration for this acquisition was $17.2 million, of which $16.9 million in cash was paid during the three months ended March 31, 2026 including $1.5 million which was placed into escrow to secure potential post-closing indemnification rights.

The fair values of assets acquired totaled $7.7 million, and was primarily comprised of $1.1 million of cash and cash equivalents, and $5.0 million in intangible assets. The intangible assets acquired were comprised of $3.6 million for developed technology and $1.4 million for a trade name, each with athree-year estimated useful life. The fair value of liabilities assumed totaled $3.4 million, and was primarily comprised of $3.2 million in accounts payable. Additionally, the Company recorded $12.9 million of goodwill, which is primarily attributable to synergies from combining the operations of the Company and College Finance, as well as the value ascribed to the knowledge and experience of the continuing key employees. For income tax purposes, the acquisition is an asset purchase and goodwill is tax deductible.

Concurrently with the closing of this acquisition, the Company’s Board of Directors granted restricted stock units (RSUs) with an aggregate grant-date fair value of $3.1 million to the certain continuing key employees of College Finance. The RSUs generally vest over four years subject to aone-year cliff and quarterly vesting thereafter, with vesting generally subject to the grantees’ continued employment with the Company. The fair value of these RSUs is recognized as stock-based compensation expense ratably over the respective vesting terms of the RSUs. The fair value of these RSUs is excluded from the purchase consideration and accounted for separately from the business combination.

Acquisition-related costs of $1.2 million were incurred during the three months ended March 31, 2026, and are included in general and administrative expense on the condensed consolidated statements of operations.

The contributions from this acquisition following the closing date through March 31, 2026 were not material to the Company’s revenue and operating income for the three months ended March 31, 2026. 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.

6. 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. As of March 31, 2026, there were no 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, 2025.

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 March 31, 2026 or December 31, 2025.

7. 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 $100.0 million additional share repurchase authorization announced on February 25, 2026, under which the Company may repurchase shares of the Company’s Class A common stock (collectively, the Repurchase Program).

The Company repurchased 6.0 million shares of Class A common stock for $66.2 million during the three months ended March 31, 2026, and did not repurchase any shares during the three months ended March 31, 2025. Additionally, the Company paid $0.4 million of excise taxes during the three months ended March 31, 2026 which related to previous share repurchases. The remaining share repurchase authorization under the Repurchase Program is $89.7 million as of March 31, 2026.

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 3.6 million shares effective January 1, 2026.

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.

The weighted-average grant-date fair value of options granted during the three months ended March 31, 2026 was $5.99 per share. The aggregate intrinsic value of options exercised was $0.5 million for the three months ended March 31, 2026.

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 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 $4.6 million during the three months ended March 31, 2026.

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, 2026. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $0.2 million and $0.3 million during the three months ended March 31, 2026 and 2025, 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 $0.6 million and $0.8 million during the three months ended March 31, 2026 and 2025, respectively.

8. Income Taxes

The Company’s tax provisions for interim reporting periods during 2026 and 2025 were determined using an estimated annual effective tax rate which is adjusted for discrete items occurring during the periods presented. The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 differ from the U.S. federal statutory income tax rate of 21% primarily due to state taxes and interest on uncertain tax positions. The primary difference between the Company’s effective tax rate and the statutory federal income tax rate for the three months ended March 31, 2025 was due to discrete items related to stock-based compensation and uncertain tax positions. The Company maintains a valuation allowance on its California deferred tax assets, which consist primarily of tax credits, as of March 31, 2026. 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.

9. Net Income per Basic and Diluted Share

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

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