[8-K] NerdWallet, Inc. Reports Material Event

Rhea-AI Filing Summary

NerdWallet, Inc. (NASDAQ: NRDS) filed an 8-K disclosing that on June 13, 2025 it executed a Third Amendment to its September 26, 2023 Credit Agreement with JPMorgan Chase Bank, N.A. and a syndicate of lenders.

The amendment is classified as a Material Definitive Agreement (Item 1.01) and makes four key changes:

• Unrestricted subsidiaries: Several wholly-owned subsidiaries are re-designated as unrestricted, removing them from most covenant calculations.
• Acquisition authority: These unrestricted subsidiaries are now permitted to make acquisitions without prior lender consent.
• Investment capacity: The parent company may invest up to $20 million per fiscal year in unrestricted subsidiaries.
• Administrative relief: Certain post-closing deliverables from the original 2023 credit closing are waived.

All other material terms, including pricing, maturity, and existing covenants, remain unchanged. The complete amendment will be filed as an exhibit with the company’s Form 10-Q for the quarter ending June 30, 2025.

No financial performance metrics, changes in debt limits, interest rates, or guidance were provided in this filing.

Positive

• $20 million annual investment capacity in unrestricted subsidiaries adds strategic flexibility for acquisitions and expansion.
• Ability to designate future subsidiaries as unrestricted could streamline growth initiatives without triggering covenant restrictions.
• Waiver of post-closing deliverables reduces administrative burden and accelerates execution timelines.

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR: Amendment grants NRDS $20 mm annual investment leeway and M&A flexibility via unrestricted subs; credit terms otherwise intact.

The Third Amendment modestly enhances NerdWallet’s strategic freedom. By moving selected subsidiaries outside covenant testing parameters, management can pursue tuck-in acquisitions or product expansions without breaching leverage or restricted payment baskets. The $20 million annual investment cap is material relative to NRDS’s scale, yet small enough to leave lender risk unchanged. Waiver of post-closing items reduces administrative workload but does not affect liquidity. Because pricing, maturity, and overall facility size remain untouched, the credit profile is effectively neutral, though the added optionality is marginally positive for growth initiatives.

Risk & Covenant Specialist

TL;DR: Covenant lightening is controlled and narrow; lender protections largely preserved—impact neutral to slightly positive.

Designating subsidiaries as unrestricted can sometimes erode lender collateral, but the amendment keeps standard limitations and annual investment caps, suggesting negotiations balanced borrower flexibility with creditor safeguards. No incremental debt capacity or lien dilution is mentioned, and waived deliverables appear administrative. Consequently, default risk is not measurably higher. For equity holders, increased agility in deploying capital could accelerate product diversification, yet without detailed ROI targets the benefit remains speculative. I therefore view the filing as mildly positive in strategic optionality and neutral on credit risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2025

NERDWALLET, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40994		45-4180440
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip code)

(415) 549-8913

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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). ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2025, NerdWallet, Inc. (the Company), entered into an amendment (the Third Amendment) to the Credit Agreement dated as of September 26, 2023, as amended from time to time, by and among, the Company, JPMorgan Chase Bank, National Association, as administrative agent, and a syndicate of lenders (the Credit Agreement). Among other things, the Third Amendment (i) designates certain wholly-owned subsidiaries of the Company as unrestricted subsidiaries and permits those subsidiaries to make acquisitions, (ii) permits the Company to invest up to an aggregate of $20,000,000 in unrestricted subsidiaries in any fiscal year, (iii) permits the Company to designate future subsidiaries as unrestricted subsidiaries subject to standard provisions and limitations for unrestricted subsidiaries, and (iv) provides for the waiver of certain post-closing deliverables from the original closing of the Credit Agreement. Other than the foregoing, the material terms of the Credit Agreement remain unchanged.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2025.

SIGNATURE

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: June 18, 2025				By:		/s/ Jun Hyung Lee
						Jun Hyung Lee
						Chief Financial Officer

FAQ

What did NerdWallet (NRDS) announce in the June 13, 2025 8-K?

NerdWallet executed a Third Amendment to its 2023 Credit Agreement, providing more flexibility around unrestricted subsidiaries and a $20 million annual investment capacity.

Does the amendment change NerdWallet’s debt pricing or maturity?

No. The filing states that all other material terms of the Credit Agreement remain unchanged.

How much can NerdWallet invest in unrestricted subsidiaries each fiscal year?

The amendment permits up to $20 million of aggregate investments annually.

Will the full text of the Third Amendment be available?

Yes. NerdWallet plans to file the amendment as an exhibit to its Form 10-Q for the quarter ending June 30, 2025.

Why are unrestricted subsidiaries important for investors?

Because they are excluded from most loan covenants, unrestricted subsidiaries can pursue acquisitions or investments without affecting parent-level leverage tests.

Did the amendment increase NerdWallet’s borrowing capacity?

The 8-K does not mention any increase in borrowing limits; only administrative and structural changes were disclosed.