NERDWALLET, INC.

Previous wording

On February 20, 2026, we entered into a Membership Interest Purchase Agreement with inspHIRE IO Corp., d/b/a Candidly, pursuant to which we agreed to acquire 100% of the outstanding membership interests of College Finance Company, LLC, 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.

Current wording

On February 20, 2026, we entered into a Membership Interest Purchase Agreement with inspHIRE IO Corp., d/b/a Candidly, pursuant to which we acquired 100% of the outstanding membership interests of College Finance Company, LLC, which operates a student loan marketplace to connect borrowers with lenders. The preliminary purchase consideration for this acquisition was $17.2 million in cash which was paid during the six months ended June 30, 2026, including $1.5 million which was placed into escrow to secure potential post-closing indemnification rights.

Previous wording

As part of our ongoing efforts to align our operations with our strategic priorities, we have ceased revenue-generating operations outside of North America. We do not expect this action to have a material impact on our financial condition, results of operations or liquidity.

Current wording

During the three months ended March 31, 2026, as part of our ongoing efforts to align our operations with our strategic priorities, we have ceased revenue-generating operations outside of North America. We do not expect this action to have a material impact on our financial condition, results of operations or liquidity.

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) acquisition-related costs, and (4) 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) losses (gains) on disposals of assets, (2) acquisition-related costs, and (3) 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) stock-based compensation, (4) acquisition-related costs, and (5) 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) losses (gains) on disposals of assets, (2) stock-based compensation, (3) acquisition-related costs, and (4) restructuring charges.

Previous wording

•Non-GAAP operating income (loss) and adjusted EBITDA exclude certain recurring, non-cash charges, such as amortization of software, depreciation of property and equipment, amortization of intangible assets, impairment of right-of-use asset, and (losses) gains on disposals of assets. Although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and non-GAAP operating income (loss) and adjusted EBITDA do not reflect all cash requirements for such replacements or for new capital expenditure requirements;

Current wording

•Non-GAAP operating income (loss) and adjusted EBITDA exclude certain recurring, non-cash charges, such as amortization of software, depreciation of property and equipment, amortization of intangible assets, and (losses) gains on disposals of assets. Although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and non-GAAP operating income (loss) and adjusted EBITDA do not reflect all cash requirements for such replacements or for new capital expenditure requirements;

Previous wording

•Non-GAAP operating income (loss) and adjusted EBITDA exclude restructuring charges primarily consisting of severance payments, stock-based compensation, employee benefits, and related expenses for impacted employees, as well as contract termination costs, associated with our Restructuring Plan;

Current wording

•Non-GAAP operating income (loss) and adjusted EBITDA exclude restructuring charges primarily consisting of severance payments, stock-based compensation, employee benefits, and related expenses for impacted employees, as well as contract termination costs, associated with our restructuring plan implemented in 2024;

Previous wording

Revenue increased $13.0 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as growth in Consumer revenue was partially offset by lower SMB revenue.

Current wording

Revenue increased $10.4 million, or 6%, and $23.4 million, or 6%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, as growth in Consumer revenue was partially offset by lower SMB revenue.

Previous wording

Consumer revenue increased $17.3 million, or 10%, for the three months ended March 31, 2026, primarily driven by increases of $20.9 million from deposit accounts and $12.7 million from personal loans as partners expanded budgets, partially offset by a $12.5 million decrease from consumer credit cards primarily due to continued pressures in organic search traffic that have persisted for multiple quarters.

Current wording

Consumer revenue increased $13.3 million, or 8%, and $30.6 million, or 9%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily driven by increases of $9.6 million and $30.5 million from deposit accounts, respectively, as partners expanded budgets, and $12.3 million and $25.0 million from personal loans, respectively, as we expanded our marketplace offerings to serve a broader range of borrowers, partially offset by decreases of $8.6 million and $21.1 million from consumer credit cards, respectively, primarily due to continued pressures in organic search traffic that have persisted for multiple quarters.

Previous wording

SMB revenue decreased $4.3 million, or 15%, for the three months ended March 31, 2026, primarily due to continued pressures in organic search traffic, partially offset by an increase in business loan originations.

Current wording

SMB revenue decreased $2.9 million, or 11%, and $7.2 million, or 13%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily due to continued pressures in organic search traffic, partially offset by increases in business loan originations.

Previous 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.

Current wording

Cost of revenue decreased $3.2 million, or 19%, and $7.8 million, or 22%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily due to decreases of $3.5 million and $6.5 million, respectively, in amortization expense related to capitalized software development costs, as well as a $1.8 million decrease related to third-party service and data charges for the six months ended June 30, 2026.

Previous wording

Sales and marketing expenses decreased $10.6 million, or 7%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as a $34.7 million decrease in other marketing expenses, primarily due to lower brand marketing expenses, was partially offset by a $24.1 million increase in performance marketing expenses.

Current wording

Sales and marketing expenses increased $17.4 million, or 14%, and $6.8 million, or 2%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, as increases in performance marketing expenses of $26.6 million and $50.7 million, respectively, were partially offset by decreases in other marketing expenses of $9.2 million and $43.9 million, respectively, primarily due to lower brand marketing expenses.

Previous wording

General and administrative expenses increased $1.7 million, or 13%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily attributable to a $1.7 million increase in personnel-related costs.

Current wording

General and administrative expenses increased $0.3 million, or 1%, and $2.0 million, or 7%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, with the increase for the six-month period primarily attributable to a $1.5 million increase in personnel-related costs.

Previous wording

Other income, net increased $0.2 million, or 52%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily attributable to higher interest income reflecting higher average cash balances in interest-earning accounts.

Current wording

Other income, net decreased $0.5 million, or 59%, and $0.3 million, or 20%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily attributable to lower interest income reflecting lower average cash balances in interest-earning accounts.

Previous 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.

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 $3.0 million and $10.6 million for the three and six months ended June 30, 2026, and $3.3 million and $4.4 million for the three and six months ended June 30, 2025, respectively. Our effective tax rate was 41.2% and 29.9% for the three and six months ended June 30, 2026, and 28.9% and 34.5% for the three and six months ended June 30, 2025, respectively. Our effective tax rate for the three and six months ended June 30, 2026 differs from the U.S. federal statutory income tax rate of 21% primarily due to state taxes, stock-based compensation and interest on uncertain tax positions. Our effective tax rate for the three and six months ended June 30, 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, partially offset by research and development credits.

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 from operations and net income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

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 and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.

Previous 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.

Current wording

As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $62.0 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 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.

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 six months ended June 30, 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 $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.

Current wording

Share Repurchase Program: We maintain a share repurchase program under which we may purchase shares of our Class A common stock (the Repurchase Program), originally authorized by our Board of Directors in May 2023 and subsequently increased through additional authorizations from time to time. In February 2026, our Board of Directors approved an increase of $100.0 million to the amount authorized for repurchases under 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 Program are retired. We expect to fund repurchases with existing cash and cash equivalents. We repurchased 8.7 million shares of Class A common stock for $89.2 million, including costs associated with the repurchases, during the six months ended June 30, 2026. Additionally, we paid $0.4 million of excise taxes during the six months ended June 30, 2026 which related to previous share repurchases.

Previous 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.

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 $5.1 million outstanding under the warehouse line of credit as of June 30, 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 June 30, 2026 and December 31, 2025.

Previous 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.

Current wording

Net cash provided by operating activities increased $32.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by increases of $16.3 million in net income and $3.0 million in non-cash charges, as well as a $10.0 million net cash inflow from changes in operating assets and liabilities for the six months ended June 30, 2026 as compared to a $3.4 million net cash outflow for the six months ended June 30, 2025. The increase in non-cash charges was primarily due to an $11.8 million increase in deferred taxes, partially offset by decreases of $6.3 million in depreciation and amortization, $1.0 million in stock-based compensation, and $1.0 million in other losses, net. The change to net cash inflow from changes in operating assets and liabilities was primarily due to a $1.8 million decrease in mortgage loans held for sale for the six months ended June 30, 2026, as compared to a $9.0 million increase for the six months ended June 30, 2025.

Previous 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.

Current wording

Net cash used in investing activities increased $9.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an $11.1 million increase in cash paid for acquisitions.

Previous wording

We had net cash used in financing activities of $57.9 million for the three months ended March 31, 2026, as compared to net cash provided by financing activities of $3.8 million for the three months ended March 31, 2025, with the change primarily due to $66.0 million of repurchases of Class A common stock in the three months ended March 31, 2026.

Current wording

We had net cash used in financing activities of $89.4 million for the six months ended June 30, 2026, as compared to net cash provided by financing activities of $8.9 million for the six months ended June 30, 2025, with the change primarily due to an $88.5 million increase in repurchases of Class A common stock, as well as $1.7 million of net repayment on our warehouse line of credit for the six months ended June 30, 2026 as compared to $8.7 million of net borrowing for the six months ended June 30, 2025.

Previous 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.

Current wording

During the six months ended June 30, 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.