[8-K] NERDWALLET, INC. Reports Material Event

Rhea-AI Filing Summary

NerdWallet, Inc. (NRDS) filed a Form 8-K reporting an amendment to its share repurchase authorization. The filing explains that repurchases may be made from time to time in the open market, through privately negotiated transactions, or by other means permitted by law. The company said the amount and timing of any repurchases will be determined at management's discretion and will depend on business, economic and market conditions, prevailing stock prices, and regulatory requirements. The authorization has no fixed expiration date, does not obligate the company to buy any specific dollar amount or number of shares, and may be amended, suspended, or discontinued at any time.

Positive

• Company authorized share repurchases providing management flexibility to return capital
• Repurchases may be executed in the open market or via privately negotiated transactions
• Authorization has no fixed expiration date, allowing sustained program availability

Negative

• Filing does not disclose a specific dollar amount or share limit, so the program's scale is unknown
• Repurchases are at management's discretion and not obligatory, so buybacks may not occur
• Activity will depend on market and regulatory conditions and may be suspended or discontinued

Insights

Corporate Finance Analyst

Repurchase authorization offers flexible buyback ability but discloses no size or timeline.

This 8-K confirms an open-ended repurchase framework allowing buys in the open market or via private transactions; the company retains full discretion over amounts and timing. That flexibility preserves optionality without creating a binding cash commitment.

Because the filing does not disclose a specific repurchase size, price range, or start date, investors cannot quantify near-term balance sheet or EPS effects from this notice alone. The absence of limits means management could scale activity up or down based on market conditions.

FALSE000162527800016252782025-09-132025-09-13

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): September 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.)

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

(Address of principal executive offices, including 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 8.01 Other Events.

On September 13, 2025, the Board of Directors of NerdWallet, Inc. (the Company) approved an amendment to the Company’s existing share repurchase authorization. The amendment increases the aggregate amount authorized for repurchases from $25 million to $75 million.

Repurchases under the amended authorization may be made from time to time in the open market, through privately negotiated transactions, or by other means permitted under applicable securities laws. The amount and timing of any repurchases will be determined at management’s discretion and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, and regulatory requirements.

The share repurchase authorization does not have a fixed expiration date, does not obligate the Company to repurchase any specific dollar amount or number of shares, and may be amended, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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 hereunto duly authorized.

NERDWALLET, INC.

Date:

September 15, 2025

By:

/s/ Ekumene M. Lysonge

Ekumene M. Lysonge

Chief Legal Officer and Corporate Secretary

3

FAQ

What did NerdWallet (NRDS) disclose in the Form 8-K?

The company disclosed an amended share repurchase authorization allowing repurchases in the open market or via private transactions, with no fixed expiration date.

Does the 8-K state a dollar amount or share limit for the NRDS buyback?

No. The filing explicitly states it does not obligate the company to repurchase any specific dollar amount or number of shares.

When will NerdWallet begin repurchasing shares?

The filing says repurchases may be made from time to time at management's discretion; no specific start date or schedule is disclosed.

How can repurchases be executed under the authorization?

Repurchases may be made in the open market, through privately negotiated transactions, or by other lawful means.

Can the repurchase program be changed or stopped?

Yes. The authorization may be amended, suspended, or discontinued at any time according to the filing.