[10-Q] NerdWallet, Inc. Quarterly Earnings Report

Q: How many Series A Preferred shares were distributed to shareholders?

3,008,643 shares, issued at a rate of one preferred for every four common shares.

Q: When can the Series A Preferred convert into common stock?

Each share becomes convertible 1-for-1 after FDA approval of AVERSA-based transdermal products.

Q: How many Series A Preferred shares are now authorized?

The Board increased the authorization to 10,000,000 shares via a Certificate of Correction filed 21 Jul 2025.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Nutriband Inc. (Nasdaq: NTRB) filed a Form 8-K announcing two capital-structure actions.

Item 3.02 – Unregistered Sales: On 5 Aug 2025 the company issued a stock dividend of 3,008,643 non-voting Series A Convertible Preferred shares to shareholders of record as of 25 Jul 2025, at one preferred share for every four common shares. Fractional shares were rounded down. The shares are restricted and held by Equinity Trust until they become convertible and are registered for trading.

Item 5.03 – Charter Amendment: The Board, acting under Nevada law without shareholder approval, created the Series A class on 9 Jul 2025 and later increased the authorization to 10 million shares via a Certificate of Correction filed 21 Jul 2025. Each Series A share will convert 1-for-1 into common stock only after FDA approval of AVERSA-based transdermal products. Preferred holders are entitled to any dividends declared on either the preferred or common classes.

The dividend rewards current shareholders but, if fully issued and converted, could significantly expand the common share base once regulatory milestones are achieved.

Positive

3,008,643 Series A Preferred shares issued as a free dividend, giving existing holders upside linked to FDA approval.
Conversion is contingent on regulatory success, aligning potential dilution with a value-creating milestone.

Negative

Authorization of up to 10 million convertible preferred shares introduces substantial future dilution risk once conditions are met.
Series A class was created and issued without shareholder approval, raising possible governance concerns.

Insights

TL;DR: Dividend grants optionality now, but authorizing 10 M convertible preferred sets stage for post-FDA dilution; overall neutral impact.

The 3.0 M Series A shares distributed at no cost immediately enhance shareholder upside should AVERSA products secure FDA approval. Conversion is conditional, so no dilution occurs until a value-creating catalyst materialises. However, expanding the authorization to 10 M shares raises the ceiling for future dilution and signals management’s intent to preserve financing flexibility. Because the Board acted without a shareholder vote, governance-focused investors may scrutinise the move. Near-term cash flows remain unchanged; impact hinges entirely on regulatory outcomes, keeping the news fundamentally neutral at this stage.

08/07/2025 - 04:47 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40994

NerdWallet, Inc.

(Exact name of registrant as specified in its charter)


Delaware			45-4180440
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

19 S. B Street, Suite 9, San Mateo, California 94401

(Address of principal executive offices) (Zip code)

(415) 549-8913

(Registrant's telephone number, including area code)

55 Hawthorne Street, 10th Floor, San Francisco, California 94105

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value	NRDS	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding 44,314,455 shares of Class A common stock and 31,685,652 shares of Class B common stock as of July 31, 2025.

Table of Contents

Table of Contents

Index to Form 10-Q


			Page
PART I		Financial Information
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations	4
		Condensed Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Statements of Stockholders’ Equity	6
		Condensed Consolidated Statements of Cash Flows	8
		Notes to Condensed Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
	Item 4.	Controls and Procedures	26

PART II		Other Information
	Item 1.	Legal Proceedings	27
	Item 1A.	Risk Factors	27
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 3.	Defaults Upon Senior Securities	27
	Item 4.	Mine Safety Disclosures	28
	Item 5.	Other Information	28
	Item 6.	Exhibits	29

Signatures			30

Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve significant risks and uncertainties. Except for statements of historical facts, all statements contained in this Quarterly Report on Form 10-Q are forward-looking. These statements often contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or similar terms, including their negatives. These forward-looking statements include, but are not limited to, statements regarding:

•the impact of macroeconomic developments, including inflation, interest rates, credit market conditions and overall economic uncertainty on our business, operating results, financial condition, and stock price;

•our expectations regarding our future financial and operational performance, including total revenue, cost of revenue, non-GAAP operating income (loss) and adjusted EBITDA;

•our ability to grow traffic and user engagement on our platform;

•expected returns on marketing investments and brand campaigns;

•consumer demand for the products on our platform;

•our ability to increase user registrations and improve repeat usage rates;

•conversion of consumers into matches with financial services partners;

•expansion within existing and new verticals, including new product and service offerings, features, and functionalities that are competitive, compliant with relevant rules and regulations, and meet market needs;

•geographic expansion;

•maintaining and expanding relationships with financial services partners and identifying new financial services partners;

•developing efficient and scalable technical capabilities to provide personalized guidance and engage users;

•enhancing brand awareness and consumer trust;

•producing high quality, engaging consumer resources;

•adapting to the evolving financial interests of consumers;

•competing effectively in existing and new markets;

•maintaining the security and availability of our platform;

•protecting and enhancing our intellectual property portfolio;

•attracting and retaining highly skilled, diverse talent;

•complying with evolving laws, rules, and regulations that currently apply or may apply in the future to our business;

•the adequacy of our cash, cash equivalents, and investments to meet liquidity needs;

•managing growth, scaling infrastructure and preserving our corporate culture;

•identifying, executing, and integrating acquisitions successfully;

•entering new financial services markets, and meeting the complexities associated with compliance in new financial services sectors; and

•achieving expected synergies, accretive value, and other benefits from completed acquisitions.

Table of Contents

These forward-looking statements should not be relied upon as predictions or guarantees of future events. They are based on our current expectations, estimates, and projections regarding future events and trends that may affect our business, financial condition, and operating results. However, these expectations are subject to various risks, uncertainties, and assumptions, including those described elsewhere in this Quarterly Report on Form 10-Q, in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our subsequent periodic filings with the U.S. Securities and Exchange Commission.

Our industry is highly competitive and rapidly evolving, and new risks and uncertainties may arise that we cannot predict. As a result, actual results, events or circumstances may differ materially from those reflected in our forward-looking statements.

Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof. We undertake no obligation to update any such statements in this Quarterly Report on Form 10-Q to reflect subsequent events, new information, or unexpected developments, except as required by law. These statements also do not account for potential impacts from future acquisitions, mergers, dispositions, joint ventures, or investments.

Additionally, statements that include “we believe” or similar expressions represent our beliefs and opinions as of the date of this Quarterly Report on Form 10-Q. While we believe the information supporting these statements is reasonable, it may be incomplete or subject to change. Investors should not interpret these statements as assurances that we have conducted an exhaustive inquiry or review of all relevant information. Given their inherent uncertainty, investors should not place undue reliance on these statements.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited


	June 30, 2025		December 31, 2024
(in millions, except share amounts which are in thousands and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	105.3	$	66.3
Accounts receivable—net	97.8		102.2
Prepaid expenses and other current assets	35.6		28.2
Total current assets	238.7		196.7
Property, equipment and software—net	35.0		43.0
Goodwill	115.9		112.4
Intangible assets—net	28.5		33.3
Deferred tax asset—noncurrent	48.9		45.6
Right-of-use assets	8.0		5.3
Other assets	1.0		1.3
Total Assets	$	476.0	$	437.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	11.8	$	8.9
Accrued expenses and other current liabilities	57.5		51.2
Total current liabilities	69.3		60.1
Other liabilities—noncurrent	16.7		13.3
Total liabilities	86.0		73.4
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock—$0.0001 par value per share—5,000 shares authorized; zero shares issued and outstanding	—		—
Common stock—$0.0001 par value per share—296,686 shares authorized; 75,223 and 74,108 shares issued and outstanding as of June 30, 2025 and December 31, 2024	—		—
Additional paid-in capital	547.9		530.9
Accumulated other comprehensive income (loss)	0.2		(0.2)
Accumulated deficit	(158.1)		(166.5)
Total stockholders’ equity	390.0		364.2
Total Liabilities and Stockholders’ Equity	$	476.0	$	437.6

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

Table of Contents


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2025		2024		2025		2024
Revenue	$	186.9	$	150.6	$	396.1	$	312.5
Costs and Expenses:
Cost of revenue	16.6		14.9		34.8		29.1
Research and development	17.9		22.7		34.7		43.4
Sales and marketing	128.0		106.1		287.7		214.0
General and administrative	13.7		16.5		27.5		31.9
Total costs and expenses	176.2		160.2		384.7		318.4
Income (Loss) From Operations	10.7		(9.6)		11.4		(5.9)
Other income, net:
Interest income	0.8		1.5		1.5		2.9
Interest expense	(0.2)		(0.2)		(0.3)		(0.4)
Other gains (losses), net	0.2		—		0.2		(0.1)
Total other income, net	0.8		1.3		1.4		2.4
Income (loss) before income taxes	11.5		(8.3)		12.8		(3.5)
Income tax provision	3.3		1.1		4.4		4.8
Net Income (Loss)	$	8.2	$	(9.4)	$	8.4	$	(8.3)

Net Income (Loss) Per Share Attributable to Common Stockholders
Basic	$	0.11	$	(0.12)	$	0.11	$	(0.11)
Diluted	$	0.11	$	(0.12)	$	0.11	$	(0.11)

Weighted-average Shares Used in Computing Net Income (Loss) Per Share Attributable to Common Stockholders
Basic	74.8		77.9		74.5		77.5
Diluted	76.6		77.9		76.3		77.5

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Net Income (Loss)	$	8.2	$	(9.4)	$	8.4	$	(8.3)
Other Comprehensive Income:
Change in foreign currency translation	0.2		0.1		0.4		—
Comprehensive Income (Loss)	$	8.4	$	(9.3)	$	8.8	$	(8.3)

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Stockholders’ Equity
(in millions, except share amounts which are in thousands)	Shares	Amount
Balance as of December 31, 2024	74,108	$	—	$	530.9	$	(0.2)	$	(166.5)	$	364.2
Issuance of Class A common stock upon exercise of stock options	5	—		—						—
Issuance of Class A common stock pursuant to settlement of restricted stock units	431	—								—
Class A common stock withheld related to net share settlement of restricted stock units	(52)	—		(0.5)						(0.5)
Stock-based compensation				7.5						7.5
Other comprehensive income						0.2				0.2
Net income								0.2		0.2
Balance as of March 31, 2025	74,492	$	—	$	537.9	$	—	$	(166.3)	$	371.6
Issuance of Class A common stock upon exercise of stock options	26	—		0.3						0.3
Issuance of Class A common stock pursuant to settlement of restricted stock units	594	—								—
Class A common stock withheld related to net share settlement of restricted stock units	(25)	—		(0.3)						(0.3)
Issuance of Class A common stock under Employee Stock Purchase Plan	136	—		1.0						1.0
Stock-based compensation				9.0						9.0
Other comprehensive income						0.2				0.2
Net income								8.2		8.2
Balance as of June 30, 2025	75,223	$	—	$	547.9	$	0.2	$	(158.1)	$	390.0

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
(in millions, except share amounts which are in thousands)	Shares	Amount
Balance as of December 31, 2023	76,940	$	—	$	483.7	$	(0.3)	$	(116.5)	$	366.9
Issuance of Class A common stock upon exercise of stock options	276	—		1.7						1.7
Issuance of Class A common stock pursuant to settlement of restricted stock units	529	—								—
Class A common stock withheld related to net share settlement of restricted stock units	(25)	—		(0.5)						(0.5)
Stock-based compensation				9.6						9.6
Other comprehensive loss						(0.1)				(0.1)
Net income								1.1		1.1
Balance as of March 31, 2024	77,720	$	—	$	494.5	$	(0.4)	$	(115.4)	$	378.7
Issuance of Class A common stock upon exercise of stock options	104	—		0.4						0.4
Issuance of Class A common stock pursuant to settlement of restricted stock units	730	—								—
Class A common stock withheld related to net share settlement of restricted stock units	(68)	—		(0.9)						(0.9)
Repurchase of Class A common stock	(89)	—						(1.1)		(1.1)
Stock-based compensation				11.6						11.6
Other comprehensive income						0.1				0.1
Net loss								(9.4)		(9.4)
Balance as of June 30, 2024	78,397	$	—	$	505.6	$	(0.3)	$	(125.9)	$	379.4

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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	Six Months Ended June 30,
(in millions)	2025		2024
Operating Activities:
Net income (loss)	$	8.4	$	(8.3)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	25.3		24.1
Stock-based compensation	14.9		19.0
Deferred taxes	(3.4)		(0.2)
Non-cash lease costs	1.3		1.1
Other losses, net	1.1		0.3
Changes in operating assets and liabilities:
Accounts receivable	3.8		(18.4)
Prepaid expenses and other assets	1.8		0.2
Mortgage loans held for sale	(9.0)		—
Accounts payable	2.9		8.0
Accrued expenses and other current liabilities	(1.6)		8.3
Operating lease liabilities	(1.7)		(1.7)
Other liabilities	0.4		0.5
Net cash provided by operating activities	44.2		32.9
Investing Activities:
Purchase of investment	—		(8.1)
Capitalized software development costs	(8.1)		(10.8)
Purchase of property and equipment	(0.9)		(0.3)
Business combination	(5.0)		—
Net cash used in investing activities	(14.0)		(19.2)
Financing Activities:
Net borrowing on warehouse line of credit	8.7		—
Proceeds from exercise of stock options	0.3		2.1
Tax payments related to net-share settlements on restricted stock units	(0.8)		(1.4)
Issuance of Class A common stock under Employee Stock Purchase Plan	1.0		—
Repurchase of Class A common stock	(0.3)		(1.1)
Net cash provided by (used in) financing activities	8.9		(0.4)
Effect of exchange rate changes on cash and cash equivalents	(0.1)		0.1
Net increase in cash and cash equivalents	39.0		13.4
Cash and Cash Equivalents:
Beginning of period	66.3		100.4
End of period	$	105.3	$	113.8
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities	$	0.6	$	0.9
Supplemental Disclosures of Cash Flow Information:
Income tax payments	$	14.4	$	7.3
Cash paid for interest	0.2		0.2
Supplemental Cash Flow Disclosure Related to Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	1.9	$	1.9
Lease liabilities arising from obtaining right-of-use assets	4.0		—

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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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 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 six months ended June 30, 2024 have been reclassified to conform to the financial statement presentation as of and for the three and six months ended June 30, 2025. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other future period.

Segments—The Company has one 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:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Revenue	$	186.9	$	150.6	$	396.1	$	312.5

Costs and Expenses:
Performance marketing	89.5		59.5		187.1		114.1
Brand marketing	11.9		18.6		49.3		45.6
Personnel-related expenses1	42.3		50.3		83.8		98.3
Stock-based compensation1	9.0		11.6		16.5		21.2
Capitalized internally developed software costs	(4.7)		(6.7)		(9.8)		(12.9)
Depreciation and amortization	12.7		12.2		25.3		24.1
Other segment costs and expenses2	15.5		14.7		32.5		28.0
Total costs and expenses	176.2		160.2		384.7		318.4
Income (loss) from operations	$	10.7	$	(9.6)	$	11.4	$	(5.9)

(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).

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Performance marketing	$	89.5	$	59.5	$	187.1	$	114.1
Brand marketing	11.9		18.6		49.3		45.6
Organic and other marketing	26.6		28.0		51.3		54.3
Total sales and marketing	$	128.0	$	106.1	$	287.7	$	214.0

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 a three-year estimated useful life, and the Company recorded $3.0 million of goodwill.

The contribution from this acquisition following the closing date through June 30, 2025 was not material to the Company’s revenue and operating income for the three and six months ended June 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 asset and $4.0 million of corresponding operating lease liabilities. The amendment expires in 2030, with total remaining future lease payments of $4.9 million as of June 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 six months ended June 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.

2.Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Insurance	$	54.7	$	29.5	$	128.7	$	50.9
Credit cards	34.8		46.1		72.8		96.1
SMB products	25.0		26.1		53.9		56.5
Loans	27.5		21.7		51.5		43.1
Emerging verticals	44.9		27.2		89.2		65.9
Total revenue	$	186.9	$	150.6	$	396.1	$	312.5

Revenue recognized during the six months ended June 30, 2025 which was deferred as of December 31, 2024, was immaterial. During the six months ended June 30, 2024, the Company recognized $4.1 million of revenue that was deferred as of December 31, 2023, none of which was recognized during the three months ended June 30, 2024.

The contract asset recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet related to estimated variable consideration was $5.3 million and $6.8 million as of June 30, 2025 and December 31, 2024, respectively.

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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:


(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value
As of June 30, 2025
Assets:
Cash and cash equivalents—money market funds	$	55.0	$	—	$	—	$	55.0
Certificate of deposit	—		2.2		—		2.2
Mortgage loans held for sale	—		11.6		—		11.6
	$	55.0	$	13.8	$	—	$	68.8


(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value
As of December 31, 2024
Assets:
Cash and cash equivalents—money market funds	$	36.8	$	—	$	—	$	36.8
Certificate of deposit	—		2.2		—		2.2
Mortgage loans held for sale	—		2.6		—		2.6
	$	36.8	$	4.8	$	—	$	41.6

4.Significant Condensed Consolidated Balance Sheet Components

Property, equipment and software, net includes capitalized software development costs, net of accumulated amortization, of $32.7 million and $40.5 million as of June 30, 2025 and December 31, 2024, respectively. The Company capitalized $4.7 million and $9.8 million of software development costs during the three and six months ended June 30, 2025, respectively, and $6.9 million and $13.3 million during the three and six months ended June 30, 2024, respectively. The Company recorded amortization expense related to capitalized software development costs of $8.9 million and $17.7 million during the three and six months ended June 30, 2025 and $8.3 million and $16.3 million during the three and six months ended June 30, 2024, respectively.

Accrued expenses and other current liabilities include unbilled accounts payable of $34.1 million and $33.7 million, short-term borrowings under a warehouse line of credit of $11.3 million and $2.5 million, and operating lease liabilities of $1.7 million and $2.3 million, as of June 30, 2025 and December 31, 2024, respectively.

Other liabilities—noncurrent includes operating lease liabilities of $7.1 million and $4.1 million as of June 30, 2025 and December 31, 2024, respectively.

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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 June 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 June 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, under which the Company may repurchase shares of the Company’s Class A common stock (collectively, the Repurchase Program).

The Company did not repurchase any shares of Class A common stock during the six months ended June 30, 2025 and repurchased 0.1 million shares for $1.1 million during the three and six months ended June 30, 2024. The Company paid $0.3 million of excise taxes during the six months ended June 30, 2025 which related to previous share repurchases. The remaining share repurchase authorization under the Repurchase Program is $25.0 million as of June 30, 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.

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


	Outstanding Stock Options (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in millions)
Balance as of December 31, 20241	3,283	$	12.40	6.2	$	7.1
Granted2	2,119	$	10.25
Exercised	(31)	$	7.91
Cancelled/forfeited2	(626)	$	13.46
Balance as of June 30, 20251	4,745	$	11.33	7.4	$	6.4
Vested and exercisable as of June 30, 2025	2,426	$	12.33	5.5	$	3.3

______________

(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 six months ended June 30, 2025 was $5.96 per share. The aggregate intrinsic value of options exercised was immaterial for the six months ended June 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:


	Six Months Ended June 30,
	2025		2024
Expected volatility	57.9	%	58.1	%
Expected term (in years)	6.0		5.9
Risk-free interest rate	4.1	%	4.2	%

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


	Number of Units (in thousands)	Weighted-Average Grant-Date Fair Value
Nonvested as of December 31, 20241	4,621	$	12.57
Granted1	3,206	$	9.26
Vested	(1,025)	$	13.07
Forfeited	(630)	$	12.89
Nonvested as of June 30, 20251	6,172	$	10.73

______________

(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 $10.6 million during the six months ended June 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 $0.5 million during the three and six months ended June 30, 2025, and $0.2 million during the three and six months ended June 30, 2024, which relates to the ESPP purchase period which began on May 1, 2024.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Research and development	$	2.5	$	3.1	$	4.6	$	5.7
Sales and marketing	2.6		2.8		4.7		5.3
General and administrative	3.1		4.4		5.6		8.0
Total stock-based compensation	$	8.2	$	10.3	$	14.9	$	19.0

In addition, stock-based compensation capitalized related to software development costs was $0.8 million and $1.3 million during the three months ended June 30, 2025 and 2024, respectively, and $1.6 million and $2.2 million during the six months ended June 30, 2025 and 2024, respectively.

7.Income Taxes

The Company’s tax provision for the three and six months ended June 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 six months ended June 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 six months ended June 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, partially offset by research and development credits. The primary difference between the Company’s effective tax rate and the statutory federal income tax rate for the three and six months ended June 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 June 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 continues to evaluate the impact the new legislation will have on the Company’s condensed consolidated financial statements, and is not able to quantify the impact at this time.

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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:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2025		2024		2025		2024
Numerator:
Net income (loss) attributable to common stockholders—basic and diluted	$	8.2	$	(9.4)	$	8.4	$	(8.3)
Denominator:
Weighted-average shares of common stock—basic	74.8		77.9		74.5		77.5
Effect of dilutive RSUs, stock options and ESPP shares	1.8		—		1.8		—
Weighted-average shares of common stock—diluted	76.6		77.9		76.3		77.5
Net income (loss) per share attributable to common stockholders:
Basic	$	0.11	$	(0.12)	$	0.11	$	(0.11)
Diluted	$	0.11	$	(0.12)	$	0.11	$	(0.11)

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


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2025	2024	2025	2024
Shares subject to outstanding stock options and RSUs	5.8	7.8	5.1	6.8
ESPP	0.2	0.2	0.1	0.1

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Overview

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

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.

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Non-GAAP Financial Measures

We collect, review and analyze operating and financial data of our business to assess our ongoing performance and compare our results to prior period results. In addition to revenue, net income (loss) and other results under generally accepted accounting principles (GAAP), the following sets forth the non-GAAP financial measures we use to evaluate our business.

We use non-GAAP operating income (loss) and adjusted EBITDA in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our Board of Directors concerning our financial performance.

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.

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.

The above items are excluded from our non-GAAP operating income (loss) and adjusted EBITDA measures because these items are non-cash in nature, or because the amounts are not driven by core operating results and renders comparisons with prior periods less meaningful. We deduct capitalized internally developed software costs in our non-GAAP operating income (loss) measure to reflect the cash impact of personnel costs incurred within the time period.

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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:

•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;

•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;

•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;

•Adjusted EBITDA excludes stock-based compensation, including for acquisition-related inducement awards, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy; and

•Adjusted EBITDA does not reflect interest income (expense) and other gains (losses), net, which include unrealized and realized gains and losses on foreign currency exchange, as well as certain nonrecurring gains (losses).

In addition, non-GAAP operating income (loss) and adjusted EBITDA as we define them may not be comparable to similarly titled measures used by other companies. Because of these limitations, you should consider non-GAAP operating income (loss) and adjusted EBITDA alongside other financial performance measures, including income (loss) from operations, net income (loss) and our other GAAP results.

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.

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Results of Operations

The following tables set forth our results of operations for the periods presented. The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Revenue	$	186.9	$	150.6	$	396.1	$	312.5
Costs and expenses:
Cost of revenue	16.6		14.9		34.8		29.1
Research and development1	17.9		22.7		34.7		43.4
Sales and marketing1	128.0		106.1		287.7		214.0
General and administrative1	13.7		16.5		27.5		31.9
Total costs and expenses	176.2		160.2		384.7		318.4
Income (loss) from operations	10.7		(9.6)		11.4		(5.9)
Other income, net:
Interest income	0.8		1.5		1.5		2.9
Interest expense	(0.2)		(0.2)		(0.3)		(0.4)
Other gains (losses), net	0.2		—		0.2		(0.1)
Total other income, net	0.8		1.3		1.4		2.4
Income (loss) before income taxes	11.5		(8.3)		12.8		(3.5)
Income tax provision	3.3		1.1		4.4		4.8
Net income (loss)	$	8.2	$	(9.4)	$	8.4	$	(8.3)

______________

(1)Includes stock-based compensation as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Research and development	$	2.5	$	3.1	$	4.6	$	5.7
Sales and marketing	2.6		2.8		4.7		5.3
General and administrative	3.1		4.4		5.6		8.0
Total stock-based compensation	$	8.2	$	10.3	$	14.9	$	19.0

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The following table sets forth the components of our condensed consolidated statements of operations as a percentage of revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	100	%	100	%	100	%	100	%
Costs and expenses:
Cost of revenue	9		10		9		9
Research and development	10		15		9		14
Sales and marketing	68		70		72		69
General and administrative	7		11		7		10
Total costs and expenses	94		106		97		102
Income (loss) from operations	6		(6)		3		(2)
Other income, net:
Interest income	—		1		—		1
Interest expense	—		—		—		—
Other gains (losses), net	—		—		—		—
Total other income, net	—		1		—		1
Income (loss) before income taxes	6		(5)		3		(1)
Income tax provision	2		1		1		2
Net income (loss)	4	%	(6	%)	2	%	(3	%)

We had income from operations of $10.7 million and $11.4 million for the three and six months ended June 30, 2025, as compared to losses from operations of $9.6 million and $5.9 million for the three and six months ended June 30, 2024, respectively, driven by increases in revenue of $36.3 million and $83.6 million which were partially offset by increases of $16.0 million and $66.3 million in operating expenses, primarily attributable to increases of $21.9 million and $73.7 million in sales and marketing expenses, partially offset by decreases of $4.8 million and $8.7 million in research and development expenses.

We had net income of $8.2 million and $8.4 million for the three and six months ended June 30, 2025, as compared to net losses of $9.4 million and $8.3 million for the three and six months ended June 30, 2024, respectively, primarily attributable to income from operations of $10.7 million and $11.4 million for the three and six months ended June 30, 2025, as compared to losses from operations of $9.6 million and $5.9 million for the three and six months ended June 30, 2024, partially offset by a $2.2 million increase in income tax provision for the three months ended June 30, 2025.

Revenue


	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(in millions)	2025		2024		$		%		2025		2024		$		%
Insurance	$	54.7	$	29.5	$	25.2	86	%	$	128.7	$	50.9	$	77.8	153	%
Credit cards	34.8		46.1		(11.3)		(25	%)	72.8		96.1		(23.3)		(24	%)
SMB products	25.0		26.1		(1.1)		(4	%)	53.9		56.5		(2.6)		(5	%)
Loans	27.5		21.7		5.8		27	%	51.5		43.1		8.4		20	%
Emerging verticals	44.9		27.2		17.7		64	%	89.2		65.9		23.3		35	%
Total revenue	$	186.9	$	150.6	$	36.3	24	%	$	396.1	$	312.5	$	83.6	27	%

Revenue increased $36.3 million, or 24%, and $83.6 million, or 27%, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively, primarily reflecting growth in Insurance products and Emerging verticals revenues, partially offset by lower Credit cards revenue.

Insurance revenue includes revenue from consumer insurance products, including auto, life and pet insurance. Insurance revenue increased $25.2 million, or 86%, and $77.8 million, or 153%, for the three and six months ended June 30, 2025, respectively, driven by strong growth in auto insurance products revenue as carriers expanded budgets.

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Credit cards revenue consists of revenue from consumer credit cards. Credit cards revenue decreased $11.3 million, or 25%, and $23.3 million, or 24%, for the three and six months ended June 30, 2025, respectively, primarily due to continued pressures in organic search traffic that have persisted for multiple quarters.

SMB products revenue includes revenue from loans, credit cards and other financial products and services intended for small and mid-sized businesses. SMB products revenue decreased $1.1 million, or 4%, and $2.6 million, or 5%, for the three and six months ended June 30, 2025, respectively, primarily due to pressures in organic search traffic.

Loans revenue includes revenue from personal loans, mortgages, student loans and auto loans. Loans revenue increased $5.8 million, or 27%, and $8.4 million, or 20%, for the three and six months ended June 30, 2025, respectively, primarily due to increases of 29% and 19% in personal loans revenue, respectively, and 32% and 28% in mortgage loans revenue, respectively, as we continue to integrate our acquisition of Next Door Lending LLC (NDL) in October 2024.

Emerging verticals revenue includes revenue from other product sources, including banking, investing and international. Emerging verticals revenue increased $17.7 million, or 64%, and $23.3 million, or 35%, for the three and six months ended June 30, 2025, respectively, primarily driven by increases of 79% and 46% in banking revenue, respectively, due to higher demand for banking products.

Costs and Expenses


	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(in millions)	2025		2024		$		%		2025		2024		$		%
Cost of revenue	$	16.6	$	14.9	$	1.7	11	%	$	34.8	$	29.1	$	5.7	19	%
Research and development	17.9		22.7		(4.8)		(21	%)	34.7		43.4		(8.7)		(20	%)
Sales and marketing	128.0		106.1		21.9		21	%	287.7		214.0		73.7		34	%
General and administrative	13.7		16.5		(2.8)		(17	%)	27.5		31.9		(4.4)		(14	%)
Total costs and expenses	$	176.2	$	160.2	$	16.0	10	%	$	384.7	$	318.4	$	66.3	21	%

Cost of revenue

Cost of revenue increased $1.7 million, or 11%, and $5.7 million, or 19%, for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024, primarily due to increases of $0.7 million and $3.7 million primarily related to third-party service charges, and $0.6 million and $1.4 million in amortization expense related to capitalized software development costs.

Research and development expense

Research and development expenses decreased $4.8 million, or 21%, and $8.7 million, or 20%, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively, primarily attributable to decreases of $4.3 million and $8.4 million in personnel-related costs, respectively, for our engineering, data and product management personnel and contractors.

Sales and marketing expense

Components of sales and marketing expense, including as a percentage of total sales and marketing expense, are as follows:


	Three Months Ended June 30,								Six Months Ended June 30,
	2025				2024				2025				2024
(in millions)	$		%		$		%		$		%		$		%
Performance marketing	$	89.5	70	%	$	59.5	56	%	$	187.1	65	%	$	114.1	53	%
Brand marketing	11.9		9	%	18.6		18	%	49.3		17	%	45.6		21	%
Organic and other marketing	26.6		21	%	28.0		26	%	51.3		18	%	54.3		26	%
Total sales and marketing	$	128.0	100	%	$	106.1	100	%	$	287.7	100	%	$	214.0	100	%

We are able to adjust our marketing spend to reflect changes in external factors and consumer behavior.

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Sales and marketing expenses increased $21.9 million, or 21%, and $73.7 million, or 34%, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively, primarily due to increases of $30.0 million and $73.0 million in performance marketing expenses, respectively, as well as a $6.7 million decrease in brand marketing expenses for the three months ended June 30, 2025.

General and administrative expense

General and administrative expenses decreased $2.8 million, or 17%, and $4.4 million, or 14%, for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, respectively, primarily attributable to decreases of $2.2 million and $4.6 million in personnel-related costs, respectively.

Other income, net


	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
(in millions)	2025		2024		$		%		2025		2024		$		%
Interest income	$	0.8	$	1.5	$	(0.7)	(45	%)	$	1.5	$	2.9	$	(1.4)	(49	%)
Interest expense	(0.2)		(0.2)		—		(15	%)	(0.3)		(0.4)		0.1		(16	%)
Other gains (losses), net	0.2		—		0.2		NM		0.2		(0.1)		0.3		NM
Total other income, net	$	0.8	$	1.3	$	(0.5)	(29	%)	$	1.4	$	2.4	$	(1.0)	(41	%)

Other income, net decreased $0.5 million, or 29%, and $1.0 million, or 41%, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively, primarily attributable to lower interest income reflecting lower interest rates and average cash balances.

Income tax provision

The Company’s tax provision for the six months ended June 30, 2025 was determined using an estimated annual effective tax rate which was adjusted for discrete items occurring during the period. The Company’s tax provision for the six months ended June 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.

We had income tax provisions of $3.3 million and $4.4 million for the three and six months ended June 30, 2025, respectively, and $1.1 million and $4.8 million for the three and six months ended June 30, 2024, respectively. Our effective tax rate was 28.9% and 34.5% for the three and six months ended June 30, 2025 and (13.7%) and (138.6%) for the three and six months ended June 30, 2024, respectively. Our effective tax rate for the three and six months ended June 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, partially offset by research and development credits. Our effective tax rate for the three and six months ended June 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.

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 June 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.

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. We continue to evaluate the impact the new legislation will have on our condensed consolidated financial statements, and are not able to quantify the impact at this time.

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Non-GAAP Financial Measures

Non-GAAP operating income (loss) and adjusted EBITDA as we define them may not be comparable to similarly titled measures used by other companies. Because of these limitations, you should consider non-GAAP operating income (loss) and adjusted EBITDA alongside other financial performance measures, including income (loss) from operations, net income (loss) and our other GAAP results.

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:


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2025			2024			2025			2024
Income (loss) from operations	$	10.7		$	(9.6)		$	11.4		$	(5.9)
Depreciation and amortization	12.7			12.2			25.3			24.1
Acquisition-related retention	0.8			1.3			1.6			2.5
Acquisition-related expenses	0.8			0.1			0.8			0.1
Loss on disposal of assets	0.3			—			0.3			—
Restructuring	0.1			—			0.4			—
Capitalized internally developed software costs	(4.7)			(6.7)			(9.8)			(12.9)
Non-GAAP operating income (loss)	$	20.7		$	(2.7)		$	30.0		$	7.9

Operating income (loss) margin	6		%	(6		%)	3		%	(2		%)
Non-GAAP operating income (loss) margin1	11		%	(2		%)	8		%	3		%

Net income (loss)	$	8.2		$	(9.4)		$	8.4		$	(8.3)
Depreciation and amortization	12.7			12.2			25.3			24.1
Stock-based compensation	8.2			10.3			14.9			19.0
Acquisition-related retention	0.8			1.3			1.6			2.5
Acquisition-related expenses	0.8			0.1			0.8			0.1
Loss on disposal of assets	0.3			—			0.3			—
Restructuring	0.1			—			0.4			—
Interest income, net	(0.6)			(1.3)			(1.2)			(2.5)
Other (gains) losses, net	(0.2)			—			(0.2)			0.1
Income tax provision	3.3			1.1			4.4			4.8
Adjusted EBITDA	$	33.6		$	14.3		$	54.7		$	39.8
Stock-based compensation	(8.2)			(10.3)			(14.9)			(19.0)
Capitalized internally developed software costs	(4.7)			(6.7)			(9.8)			(12.9)
Non-GAAP operating income (loss)	$	20.7		$	(2.7)		$	30.0		$	7.9

Net income (loss) margin	4		%	(6		%)	2		%	(3		%)
Adjusted EBITDA margin2	18		%	10		%	14		%	13		%

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

(2)Represents adjusted EBITDA as a percentage of revenue.

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 six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

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We had non-GAAP operating income of $20.7 million for the three months ended June 30, 2025 as compared to a non-GAAP operating loss of $2.7 million for the three months ended June 30, 2024, while non-GAAP operating income increased $22.1 million, or 281%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The changes in non-GAAP operating income are primarily attributable to income from operations of $10.7 million and $11.4 million for the three and six months ended June 30, 2025, as compared to losses from operations of $9.6 million and $5.9 million for the three and six months ended June 30, 2024, partially offset by decreases of $2.0 million and $3.1 million in capitalized internally developed software costs.

Adjusted EBITDA increased $19.3 million, or 135%, and $14.9 million, or 37%, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively, primarily attributable to net income of $8.2 million and $8.4 million for the three and six months ended June 30, 2025, as compared to net losses of $9.4 million and $8.3 million for the three and six months ended June 30, 2024, respectively. Additionally, adjustments to reconcile adjusted EBITDA to net income increased $1.7 million for the three months ended June 30, 2025 and decreased $1.8 million for the six months ended June 30, 2025, primarily reflecting decreases of $2.1 million and $4.1 million in stock-based compensation, partially offset by the impacts of decreases of $0.7 million and $1.3 million in net interest income, increases of $0.5 million and $1.2 million in depreciation and amortization, and, for the six months ended June 30, 2025, a $2.2 million increase in income tax provision.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity to meet our business requirements and plans, both in the short-term (i.e., the next twelve months from June 30, 2025) and long-term (i.e., beyond the next twelve months), have historically been cash generated from operations. Our primary liquidity needs are related to the funding of general business requirements, including working capital requirements, research and development, and capital expenditures, as well as other liquidity requirements including, but not limited to, business combinations.

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $105.3 million and $66.3 million, respectively.

Known Contractual and Other Obligations

A description of contractual commitments as of June 30, 2025 is included in Note 5–Commitments and Contingencies in the notes to our condensed consolidated financial statements.

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, 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.

Trends, Uncertainties and Anticipated Sources of Funds

In order to grow our business, we intend to make significant investments in our business, which may result in increases in our personnel and related expenses. The timing and amount of these investments will vary based on our financial condition, the rate at which we add new personnel and the scale of our development, as well as the macro-economic environment. Many of these investments will occur in advance of our experiencing any direct benefit from them, which could negatively impact our liquidity and cash flows during any particular period and may make it difficult to determine if we are effectively allocating our resources. However, we expect to fund our operations, capital expenditures and other investments principally with cash flows from operations, and to the extent that our liquidity needs exceed our cash from operations, we would look to our cash on hand to satisfy those needs.

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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, 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 10b-5 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 did not repurchase any shares of Class A common stock during the six months ended June 30, 2025. We paid $0.3 million of excise taxes during the six months ended June 30, 2025 which related to previous share repurchases.

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 June 30, 2025 or December 31, 2024. The available amount to borrow under our Credit Agreement was $123.9 million at both June 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 June 30, 2025 and December 31, 2024.

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 $11.3 million outstanding under the warehouse line of credit as of June 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 June 30, 2025 and December 31, 2024.

We believe our current cash and cash equivalents and future cash flow from operations, as well as access to our Credit Agreement, will be sufficient to meet our ongoing working capital, capital expenditure and other liquidity requirements for the next twelve months and beyond.

Our future capital requirements may vary materially from those planned and will depend on certain factors, such as our growth and our operating results. If we require additional capital resources to grow our business or to acquire complementary technologies and businesses in the future, we may seek to sell additional equity or raise funds through debt financing or other sources. We cannot provide assurance that additional financing will be available at all or on terms favorable to us.

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Sources and Uses of Capital Resources

The following table summarizes our cash flows:


	Six Months Ended June 30,
(in millions)	2025		2024
Net cash provided by operating activities	$	44.2	$	32.9
Net cash used in investing activities	(14.0)		(19.2)
Net cash provided by (used in) financing activities	8.9		(0.4)
Effect of exchange rate changes on cash and cash equivalents	(0.1)		0.1
Net increase in cash and cash equivalents	$	39.0	$	13.4

Operating activities

Net cash provided by operating activities increased $11.3 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by net income of $8.4 million for the six months ended June 30, 2025, as compared to a net loss of $8.3 million for the six months ended June 30, 2024, partially offset by a $5.1 million decrease in non-cash charges. The decrease in non-cash charges was primarily due to decreases of $4.1 million in stock-based compensation and $3.2 million in deferred taxes, partially offset by increases of $1.2 million in depreciation and amortization and $0.8 million in other, net.

Investing activities

Net cash used in investing activities decreased $5.2 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to an $8.1 million purchase of an investment in the six months ended June 30, 2024, and a $2.7 million decrease in capitalized software development costs, partially offset by $5.0 million of cash paid for an acquisition.

Financing activities

We had net cash provided by financing activities of $8.9 million for the six months ended June 30, 2025, as compared to net cash used in financing activities of $0.4 million for the six months ended June 30, 2024, with the change primarily due to $8.7 million of short-term borrowings under a warehouse line of credit and $1.0 million from issuance of Class A common stock under our Employee Stock Purchase Plan, both during the six months ended June 30, 2025, partially offset by a $1.8 million decrease from exercises of stock options.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting policies as provided within U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates under different assumptions or conditions.

During the six months ended June 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

During the six months ended June 30, 2025, there were no material changes from the market risk disclosures in our Annual Report on Form 10-K for the year ended December 31, 2024.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of June 30, 2025. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with any certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. See further discussion under “Litigation and Other Legal Matters” in Note 5–Commitments and Contingencies in the notes to condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and the Company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent periodic filings with the Securities and Exchange Commission.

Risks Related to Our Investment Advisory Businesses

Our business has expanded to provide investment management services, including direct management of client assets, subjecting us to extensive regulation under both the federal laws, such as the Investment Advisers Act of 1940, and the laws, rules, and regulations of the jurisdictions where we conduct business. Our ability to conduct business in the jurisdictions in which we will operate depends on our compliance with the laws, rules, and regulations promulgated by the federal regulatory bodies and the regulatory authorities in each of the states and other jurisdictions in which we do business. Periodic SEC and state examinations could result in fines, restrictions, or reputational damage if our policies, disclosures, or marketing fall short. Key risks include:

•Regulatory scrutiny. Our ability to comply with all applicable laws, rules, regulations, and interpretations is largely dependent on our establishment and maintenance of compliance, audit, and reporting systems and procedures, which is dependent on our ability to attract and retain qualified compliance, audit, supervisory, and risk management personnel.

•Fiduciary liability. Failures in know-your-customer processes, portfolio management, or conflict management could trigger client losses, lawsuits, fee rescission, or enforcement actions.

•Third-party dependence. We rely on custodians, clearing brokers, and tech vendors. Service disruptions, cyber incidents, or vendor failures could impair client service and expose us to liability.

•Operational resilience. Managing assets at scale requires robust trading, risk, reporting, and cybersecurity systems; deficiencies could disrupt service and invite sanctions.

•Evolving rules. New custody, marketing, or best-interest standards could raise compliance costs or limit growth. Our educational tools and digital engagement may also be deemed investment advice, increasing exposure.

We cannot assure you that our systems and procedures will be effective in complying with all applicable laws, rules, and regulations, and interpretations. Because these advisory activities involve custodial control and fiduciary obligations, any adverse event could materially affect our reputation, revenues, results of operations, and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer

None.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Securities Trading Plans of Directors or Executive Officers

During the three months ended June 30, 2025, the following directors or officers (as defined in Rule 16a-1 of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K) as set forth below:

On May 27, 2025, Jennifer Ceran, a member of our Board of Directors, adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 40,000 shares of Class A common stock and is set to expire on May 27, 2026.

On May 29, 2025, Nicholas Tatum, Chief Accounting Officer, adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 11,983 shares of Class A common stock, set to expire on July 10, 2026.

On June 10, 2025, The Yount Family Revocable Trust, of which Samuel Yount, Chief Business Officer, is trustee, terminated a Rule 10b5-1 trading plan that was set to expire on December 12, 2025.

On June 10, 2025, Bearman LLC, of which, Samuel Yount, Chief Business Officer, is the sole member, terminated a Rule 10b5-1 trading plan that was set to expire on December 12, 2025.

On June 10, 2025, The SMB Charitable Remainder Trust of which, Samuel Yount, Chief Business Officer, is trustee, terminated a Rule 10b5-1 trading plan that was set to expire on December 12, 2025.

On June 10, 2025, The Margaret Yount Charitable Remainder Trust, of which, Samuel Yount, Chief Business Officer, is trustee, terminated a Rule 10b5-1 trading plan that was set to expire on December 12, 2025.

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Item 6. Exhibits.

(a) Exhibits.

Exhibit

Number

Description of Exhibit

Location

10.1

Limited Consent, Waiver and Third Amendment to Credit Agreement dated June 13, 2025, by and among NerdWallet, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent.

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

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.

Furnished herewith

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.

Furnished herewith

101.INS

Inline 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

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101).

_____________

* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NERDWALLET, INC.

Date:

August 7, 2025

By:

/s/ Jun Hyung Lee

Jun Hyung Lee

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What event did Nutriband (NTRB) report in its 8-K dated 5 Aug 2025?

The company disclosed a stock dividend of 3,008,643 Series A Preferred shares and an amendment authorizing up to 10 M such shares.

How many Series A Preferred shares were distributed to shareholders?

3,008,643 shares, issued at a rate of one preferred for every four common shares.

When can the Series A Preferred convert into common stock?

Each share becomes convertible 1-for-1 after FDA approval of AVERSA-based transdermal products.

Are the Series A Preferred shares currently tradeable?

No. They are restricted and held by Equinity Trust until conversion eligibility and SEC registration are completed.

How many Series A Preferred shares are now authorized?

The Board increased the authorization to 10,000,000 shares via a Certificate of Correction filed 21 Jul 2025.

Did shareholders vote on creating the Series A Preferred class?

No. The Board approved the amendment without shareholder action under Nevada statute 78.315.

[10-Q] NerdWallet, Inc. Quarterly Earnings Report

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FAQ

What event did Nutriband (NTRB) report in its 8-K dated 5 Aug 2025?

How many Series A Preferred shares were distributed to shareholders?

When can the Series A Preferred convert into common stock?

Are the Series A Preferred shares currently tradeable?

How many Series A Preferred shares are now authorized?

Did shareholders vote on creating the Series A Preferred class?

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[10-Q] NerdWallet, Inc. Quarterly Earnings Report

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Financial Analyst neutral

FAQ

What event did Nutriband (NTRB) report in its 8-K dated 5 Aug 2025?

How many Series A Preferred shares were distributed to shareholders?

When can the Series A Preferred convert into common stock?

Are the Series A Preferred shares currently tradeable?

How many Series A Preferred shares are now authorized?

Did shareholders vote on creating the Series A Preferred class?

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