Innovius discloses 2.4% NerdWallet (NASDAQ: NRDS) ownership stake

Rhea-AI Filing Summary

Innovius Capital Sirius I, L.P., Innovius Capital GP I, LLC, and Justin R. Moore report a 2.4% beneficial stake in NerdWallet, Inc. Class A common stock on a Schedule 13G/A (Amendment No. 2). They collectively beneficially own 972,812 shares as of December 31, 2025, based on 41,027,578 shares outstanding as of October 30, 2025. The stake consists of 951,496 shares held by Innovius Capital Sirius I, L.P. and 21,316 shares held by Innovius Capital GP I, LLC, with voting and dispositive power shared among the reporting persons. The filing notes ownership of 5 percent or less of NerdWallet’s Class A shares and states that the reporting persons expressly disclaim status as a group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

NERDWALLET, INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

64082B102

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64082B102

1

Names of Reporting Persons

Innovius Capital Sirius I, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 951,496.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 951,496.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

951,496.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.3 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 64082B102

1

Names of Reporting Persons

Innovius Capital GP I, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 972,812.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 972,812.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

972,812.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 64082B102

1

Names of Reporting Persons

Justin R. Moore

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 972,812.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 972,812.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

972,812.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.4 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NERDWALLET, INC.
(b)	Address of issuer's principal executive offices: 19 S. B Street, Suite 9, San Mateo, CA, 94401.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Innovius Capital Sirius I, L.P. ("ICS") Innovius Capital GP I, LLC ("ICGP") Justin R. Moore ("Moore") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: Four Embarcadero Center, Suite 3720 San Francisco, CA 94111
(c)	Citizenship: All entities were organized in Delaware. Moore is a United States citizen.
(d)	Title of class of securities: Class A Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 64082B102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of Class A common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities includes (i) 951,496 shares of Class A common stock directly held by ICS and (ii) 21,316 shares of Class A common stock directly held by ICGP. ICGP is the general partner of ICS and Moore is the managing director of ICGP.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of Class A common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 41,027,578 shares of Class A common stock outstanding as of October 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Innovius Capital Sirius I, L.P.

Signature:	/s/ Justin R. Moore
Name/Title:	By Innovius Capital GP I, LLC, Its General Partner, By Justin R. Moore, Managing Director
Date:	02/17/2026

Innovius Capital GP I, LLC

Signature:	/s/ Justin R. Moore
Name/Title:	By Justin R. Moore, Managing Director
Date:	02/17/2026

Justin R. Moore

Signature:	/s/ Justin R. Moore
Name/Title:	Justin R. Moore
Date:	02/17/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G/A filed with the SEC on November 14, 2025).

FAQ

What stake in NerdWallet (NRDS) does Innovius Capital report in this Schedule 13G/A?

Innovius Capital entities and Justin R. Moore report beneficial ownership of 972,812 shares of NerdWallet Class A common stock, representing about 2.4% of the class. This percentage is based on 41,027,578 shares outstanding as of October 30, 2025.

How are the NerdWallet (NRDS) shares split among the Innovius reporting persons?

The filing states that 951,496 shares of NerdWallet Class A stock are held by Innovius Capital Sirius I, L.P. and 21,316 shares are held by Innovius Capital GP I, LLC. Justin R. Moore is managing director of Innovius Capital GP I, LLC.

What percentage of NerdWallet (NRDS) Class A stock does each Innovius reporting person own?

Innovius Capital Sirius I, L.P. reports 2.3% of the Class A shares, while Innovius Capital GP I, LLC and Justin R. Moore each report 2.4%. These percentages are calculated using 41,027,578 NerdWallet Class A shares outstanding as of October 30, 2025.

Why is this NerdWallet (NRDS) Schedule 13G/A filed as an amendment?

The document is labeled Amendment No. 2, updating a prior Schedule 13G filing regarding NerdWallet. It refreshes the reported beneficial ownership as of December 31, 2025, including share counts, percentages, and control relationships among the Innovius reporting persons.

Do the Innovius reporting persons claim to be a group in this NerdWallet (NRDS) filing?

The filing explicitly states that the reporting persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A. They are nonetheless reported together, reflecting their related ownership interests and control structure in the Innovius Capital investment entities.

Is the Innovius stake in NerdWallet (NRDS) above or below 5 percent of the class?

The reporting persons state they have ownership of 5 percent or less of NerdWallet’s Class A common stock. Their aggregate beneficial ownership of 972,812 shares corresponds to a reported 2.4% stake, based on the issuer’s outstanding share count.