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What changed in NERDWALLET, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NERDWALLET, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+350 added−453 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-19)

Top changes in NERDWALLET, INC.'s 2025 10-K

350 paragraphs added · 453 removed · 240 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe want our employees to feel invested in the future of NerdWallet by offering the majority of full-time employees equity-based compensation upon hire and through annual performance equity grants. • Comprehensive Benefits and Perks - In order to attract, engage and retain our employees, we offer a wide array of benefits and perks to promote their health and well-being, including: ◦ Medical, dental, vision, life and disability insurance plans; ◦ Flexible paid vacation and sick time off and flexible work schedules; ◦ Mental health benefits and Company mental health days off in addition to an annual week-long Company shutdown at the end of the calendar year; ◦ Remote-first work environment; ◦ Parental leave; ◦ Country-specific retirement or pension plans, with a match for U.S. 401(k) plan contributions; ◦ Employee Stock Purchase Plan (ESPP); ◦ Access to financial wellness guidance from certified financial planners; ◦ Referral bonus program for recruiting new Nerds; ◦ Charitable matching program and volunteer time off, and; ◦ Access to online and automated legal services.
Biggest changeTo further align employees with the long-term success of the Company, we grant equity-based compensation to the majority of full-time employees upon hire and through annual performance equity grants. • Comprehensive Benefits and Perks -To attract, engage and retain employees and support their overall health and well-being, we provide a comprehensive benefits and perks program, which includes medical, dental, vision, life and disability insurance; flexible paid vacation and sick time, flexible work schedules, and a sabbatical program; mental health benefits and a Company shutdown at the end of the calendar year; a Remote-first work environment with wellness and remote-work stipends; parental leave and adoption assistance, country-specific retirement or pension plans, including a matching contribution to U.S. 401(k) plan contributions; an Employee Stock Purchase Plan (ESPP) ;access to financial wellness guidance from certified financial planners; spot and referral bonus opportunities; and a charitable matching program and volunteer time off.
Employees and Human Capital NerdWallet is defined by its vision, a world where everyone makes financial decisions with confidence. We attract people who are passionate about bringing our mission to life and inspired by the possibility of making real change—to brighten futures, ask hard questions, usher in solutions and provide our consumers with clarity and confidence.
Employees and Human Capital NerdWallet is defined by its vision, a world where everyone makes financial decisions with confidence. We attract people who are passionate about bringing our mission to life and inspired by the possibility of making real change—to brighten futures, ask hard questions, usher in solutions and provide our consumers and SMBs with clarity and confidence.
As of December 31, 2024, we had over 650 full‑time employees, of which approximately 95% are located throughout the United States and 5% are located internationally. None of our employees are represented by a labor union or covered by collective bargaining agreements. We consider our relationship with our employees to be good and have not experienced any work stoppages.
As of December 31, 2025, we had over 650 full‑time employees, of which approximately 95% are located throughout the United States and 5% are located internationally. None of our employees are represented by a labor union or covered by collective bargaining agreements. We consider our relationship with our employees to be good and have not experienced any work stoppages.
Competition We have built a scaled and highly differentiated online platform. We face competition from both online and offline financial guidance providers in four primary categories: • Financial advisors, agents, and brokers who provide guidance and expertise as part of their offerings; • Traditional media such as The New York Times, U.S.
Competition We have built a scaled and highly differentiated online platform. We face competition from both online and offline financial guidance providers in the following primary categories: • Financial advisors, agents, and brokers who provide guidance and expertise as part of their offerings; • Traditional media such as The New York Times, U.S.
News & World Report and other print and broadcast media; • Friends and family , as many consumers consult friends and family for financial guidance; • Influencers on social media platforms ; and 12 Table of Contents • Traditional financial and depository institutions, non-bank loan originators and other small and medium-sized mortgage brokers In addition, we compete with the following for advertising budgets designated for financial products: • Financial services providers’ own marketing : Financial services providers connect directly through many different channels, digitally (in-app, email, etc.) and offline channels (direct mail, printed media, etc.); • Online search engines : Financial services providers spend advertising budgets with online search engines, primarily Google AdWords, as many consumers turn to Google to answer their personal finance questions; and • Online marketplaces including Bankrate, Credit Karma, LendingTree and Zillow.
News & World Report and other print and broadcast media; • Friends and family , as many consumers consult friends and family for financial guidance; • Influencers on social media platforms ; and • Traditional financial and depository institutions, non-bank loan originators and other small and medium-sized mortgage brokers In addition, we compete with the following for advertising budgets designated for financial products: • Financial services providers’ own marketing : Financial services providers connect directly through many different channels, digitally (in-app, email, etc.) and offline channels (direct mail, printed media, etc.); • Online search engines : Financial services providers spend advertising budgets with online search engines, primarily Google AdWords, as many consumers and SMBs turn to Google to answer their finance questions; and • Online marketplaces including Bankrate, Credit Karma, LendingTree and Zillow.
Our diversity, equity, inclusion and belonging (DEIB) efforts are centered around ensuring we are building a diverse organization across all business aspects and creating an inclusive culture where everyone is engaged and empowered to do their best work.
Belonging efforts are centered around ensuring we are building a diverse organization across all business aspects and creating an inclusive culture where everyone is engaged and empowered to do their best work.
This year, we held two Nerds Pay It Forward events, freeing up time in support of employee volunteerism on dedicated volunteer days to encourage all NerdWallet employees to give back to their communities. In all, Nerds donated over 1,700 hours during these events.
This year, we held two Nerds Pay It Forward events, freeing up time in support of employee volunteerism on dedicated volunteer days to encourage all NerdWallet employees to give back to their communities.
Talent Attraction, Recruitment and Retention Our remote-first culture allows us to reach, attract and retain more diverse talent across all levels of our organization. Attracting and retaining highly skilled, diverse talent is absolutely critical to our success as a business and to fully realizing NerdWallet’s mission.
In all, Nerds donated over 850 hours during these events. 6 Talent Attraction, Recruitment and Retention Our remote-first culture allows us to reach, attract and retain more diverse talent across all levels of our organization. Attracting and retaining highly skilled, diverse talent is absolutely critical to our success as a business and to fully realizing NerdWallet’s mission.
Once employees are at NerdWallet we invest in their well-being and development offering competitive compensation and benefits, opportunities for career growth, and inclusion and belonging programming. • Training, Learning and Development - In line with our Relentless Self-Improvement value, we encourage our employees to seek out professional development opportunities.
Once employees are at NerdWallet we invest in their well-being and development offering competitive compensation and benefits, opportunities for career growth, and inclusion and belonging programming. • Development and Operational Readiness - Aligned with our Relentless Self-Improvement value, we encourage employees to pursue ongoing professional growth.
For our Nerds, this means fostering an inclusive culture that allows all Nerds to be their authentic selves, grow their skills, contribute, and thrive with the confidence of belonging.
Belonging At NerdWallet, we aspire to provide people with the confidence they need to live their best lives—however they identify. For our consumers and SMBs, this means building their financial confidence. For our Nerds, this means fostering an inclusive culture that allows all Nerds to be their authentic selves, grow their skills, contribute, and thrive with the confidence of belonging.
We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged.
We may pursue additional intellectual property protection where we believe it to be appropriate and cost effective. Despite these efforts, our intellectual property rights may be challenged, invalidated, circumvented, or misappropriated.
We make available on or through our investor relations website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Exchange Act. These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.
These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, and all amendments to those reports. We make this information available on our investor relations website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.
Our key initiatives include: • Offering learning sessions and resources for Nerds and managers to help build an inclusive workplace. • Supporting eight employee-led employee resource groups, which provide supportive community and development opportunities for various employee populations and their allies: NerdOut, NerdFamilies, NerdWomen, Nerd Allies, Asian Nerds, Black Nerds Network, Viva Nerds, and Women in Data and Engineering. • We began 2024 with a new silver-level certification from Black Equity at Work from Management Leadership for Tomorrow.
Our key initiatives include: • Offering learning sessions and resources for Nerds and managers to help build an inclusive workplace. • We support seven employee-led employee resource groups (ERGs) that provide community, connection, and development opportunities for employees and their allies: NerdOut, NerdFamilies, NerdWomen, Asian Nerds, Black Nerds Network, Viva Nerds, and Women in Data and Engineering.
In addition, we routinely post on our investor relations website news releases, announcements and other statements about our business and results of operations, some of which may contain information that may be deemed material to investors. Therefore, we encourage investors to monitor the https://investors.nerdwallet.com website and review the information we post on that page. 14 Table of Contents
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at the following address: https://www.sec.gov . 9 In addition, we routinely post on our investor relations website news releases, announcements and other statements about our business and results of operations, some of which may contain information that may be deemed material to investors.
We have trademark rights in our name, our logo, and other brand indicia, and have trademark registrations for select marks in the U.S. and many other jurisdictions around the world. We also have registered domain names for websites that we use in our business.
We hold trademark rights in our name, logo, and other brand indicia, including trademark registrations in the U.S. and certain foreign jurisdictions, and we maintain registered domain names for websites used in our business. We also rely on unregistered rights and common law protections in the U.S. and other jurisdictions.
We believe we compete favorably due to the breadth and depth of our financial guidance, the trust we’ve built with our consumers, and our brand, organic traffic, convenience and simplicity. Intellectual Property We believe that our intellectual property rights are valuable and important to our business.
We believe we compete favorably due to the breadth and depth of our financial guidance, the trust we’ve built with our consumers and SMBs, and our brand, organic traffic, convenience and simplicity. 7 Intellectual Property We rely on a combination of trademark, copyright, trade secret, and other intellectual property laws, as well as contractual protections, to establish and protect our proprietary rights.
For additional information, see the section titled “Risk Factors—Risks Related to Our Technology, Security and Intellectual Property—Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.” Regulation We market and provide our products and services in heavily regulated industries through a number of different channels across the U.S., the UK and Canada.
For additional information, see “Risk Factors—Risks Related to Our Technology, Security and Intellectual Property—Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.” Regulation Our operations are subject to a variety of federal, state, provincial, and international laws and regulations that govern financial services, consumer protection, data privacy, lead generation, advertising, brokering, and investment advisory activities.
Available Information We maintain an investor relations website at the following address: https://investors.nerdwallet.com . The information on our investor relations website is not incorporated by reference in this report.
The information on our investor relations website is not incorporated by reference in this report. We make available on or through our investor relations website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Exchange Act.
This rigorous three-year route to certification features a data-driven and comprehensive plan to drive and support racial equity at NerdWallet. • We use a third-party platform to analyze our employee salaries to ensure pay parity. 11 Table of Contents • Offering Learning and Activism Days to inspire and encourage Nerds to learn,grow and give back to their communities.
While each ERG centers on a specific community, all groups are open to all Nerds. • We use a third-party platform to analyze our employee salaries to ensure pay parity. • In addition, we offer a variety of engagement opportunities to inspire and encourage Nerds to learn,grow and give back to their communities.
The CFPB has rulemaking authority over key federal consumer protection laws applicable to mortgage brokers and lenders, including TILA, RESPA, ECOA, and FCRA. Additionally, NDL must comply with state mortgage broker licensing requirements, as well as regulatory expectations set by lenders, insurers, and government-backed loan programs such as FHA, VA, and USDA.
NDL must comply with consumer financial protection laws governing mortgage advertising, loan origination practices, disclosures, fair lending, and compensation. The Consumer Financial Protection Bureau (CFPB) has rulemaking and enforcement authority over key federal statutes applicable to mortgage brokers, including those governing mortgage disclosures, fees, and fair lending.
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Item 1. Business. 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. At NerdWallet, we empower consumers—both individuals and SMBs—to make smarter financial decisions with confidence via our digital platform.
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Item 1. Business. Overview NerdWallet, Inc. (NerdWallet, the Company, we, our, or us) provides consumers and small and mid-sized businesses (SMBs) with trusted guidance across a broad range of finance topics through a digital platform that integrates independent editorial content, comparison tools, data-driven product marketplaces, and access to regulated financial services offered through our subsidiaries.
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Technology has changed the way consumers manage their financial lives, making them more comfortable with comparing and shopping for financial products online. This change has accelerated with the dramatic growth in companies offering innovative financial products.
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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. Our platform enables users to compare financial products, access educational resources, receive personalized insights, and connect with third-party providers across credit cards, banking, insurance, lending, investing, wealth management, and other financial categories.
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At NerdWallet, we are leveraging this transformation to democratize access to trustworthy financial guidance—ultimately helping to improve the financial well-being of consumers and the financial services industry as a whole. As the financial services industry becomes more fragmented and complex, we believe the need for trustworthy and knowledgeable financial guidance increases.
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We generate revenue primarily through referral fees, lead generation, and partner-based monetization, as well as through revenue derived from brokering and advisory services. Our business model is designed to be partner-neutral and to support transparent consumer and SMB choice by offering side-by-side comparisons and insightful information supported by editorial standards.
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Our objective remains the same: Serve as a trusted financial ecosystem that consumers and SMBs can rely on to learn about various financial topics, shop for products, connect their data and receive data-driven nudges. We deliver guidance to consumers through educational content, tools and calculators, product marketplaces and the NerdWallet app.
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NerdWallet operates in the United States, Canada, and the United Kingdom. We are a remote-first company with our primary corporate offices located in San Mateo, California and Scottsdale, Arizona, and we maintain hub offices in several major metropolitan areas across the United States. Our global subsidiaries support localized content, compliance oversight, product integrations, and technology development.
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Our platform delivers unique value across many financial products, including credit cards, mortgages, insurance, SMB products, personal loans, banking, investing and student loans, and has grown to include the United Kingdom (UK), Canadian, and, more recently, Australian markets, with further international expansion as an opportunity for future growth.
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The Company’s platform comprises three primary components: • Editorial and Content Publishing —Consumer and SMB financial education, tools, calculators, guides, and research published under the “NerdWallet” brand across web, mobile, and third-party channels. • Marketplace and Referral Services —Tools that enable users to compare, pre-qualify for, or connect with third-party providers of credit cards, consumer loans, small business loans, insurance, mortgages, financial services, and related products.
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Across every touchpoint, the cornerstone of our platform is our consumers’ trust in the independent, objective and relevant guidance we provide, free of charge.
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These services include those provided through Fundera, NerdWallet Insurance Services, NerdWallet Advisory, and NerdWallet Compare. • Financial Services —Brokerage and advisory services provided by our insurance agency, loan and mortgage brokerages, and investment advisory subsidiaries. We serve millions of monthly users who rely on our platform to make informed financial decisions.
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This trusted guidance has helped us build a large, loyal and well-informed audience of consumers who turn to us as a resource for many of their money questions and to shop for the best financial products for them. We then use machine learning to present personalized options using aggregated and scalable information.
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Our technology, data infrastructure, and partner relationships enable us to deliver personalized experiences, facilitate financial product applications, and help both consumers and SMBs navigate complex financial products. Our revenue was $836.6 million and $687.6 million for 2025 and 2024, respectively, representing year-over-year growth of 22%.
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As a result, we have become an attractive partner for financial services providers wanting access to high-value consumers—consumers who might not otherwise trust these financial services providers’ recommendations because their guidance is inherently biased toward their own products. By operating at the intersection of consumers and financial services providers, NerdWallet drives value for both.
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We generated net income of $48.7 million and $30.4 million for 2025 and 2024, respectively, representing year-over-year growth of 60%. Our Platform and Ecosystem Our platform offers consumers and SMBs clear, reliable information about financial products and services, along with tools and guidance to support informed financial decisions.
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Through our platform, our financial services partners can reach a substantial audience with millions of consumers and SMBs visiting every month. After doing research on our platform, these consumers are better informed about the financial decision they’re about to make and often primed and ready to transact.
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We combine independent editorial content, product data, user-specific insights, and technology-enabled tools to deliver personalized user experiences across desktop and mobile environments. Our ecosystem integrates content, marketplaces, and regulated financial services under a unified architecture that supports discovery, comparison, application, referral, and engagement across multiple financial categories.
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When consumers are more informed about their financial options, they make the appropriate decisions for their needs with confidence, increasing their lifetime value to financial services providers as customers. We have also received feedback from our financial services partners that our users ’ approval rates can be significantly higher than those applying through other channels.
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Content and Tools Our editorial team produces independent reviews, product comparisons, articles, guides, calculators, and other resources covering a broad range of personal finance topics. These materials are designed to help users understand financial products, evaluate tradeoffs, and identify solutions that may be appropriate for their circumstances. We maintain editorial standards intended to ensure accuracy, clarity, and impartiality.
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Plus, as consumers’ smart money moves expand their options, they are eager to explore additional opportunities and products they are now eligible for, driving further demand for NerdWallet’s financial services partners.
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Our tools include credit score monitoring, spending and asset accumulation insights, pre-qualification workflows, mortgage, loan, and financial calculators, and decision-support questionnaires. 3 Marketplace Infrastructure We operate multiple financial product marketplaces that enable users to compare products or connect with third-party providers and some of the financial service activities that we offer.
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To meet the standards of more informed consumers, financial services providers in turn must engage in healthy competition for consumer mindshare and develop better financial products, further improving the outcomes for consumers.
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These marketplaces leverage partner integrations, real-time data, and matching algorithms to facilitate product discovery and application experiences.
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Since 2009, NerdWallet has strived to provide consumers with clarity for all of their financial decisions: cutting through jargon, parsing terms and conditions, and simplifying complex ideas so consumers can make informed choices about their money and pursue lives well-spent. As a mission-driven, consumer-first company, we have long had a company culture oriented towards being responsible and socially conscious.
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Our core marketplace categories include: • Credit cards • Consumer loans • Small business financing • Home lending products and services • Insurance products and providers • Banking products and deposit accounts • Investment and retirement products • Financial advisor matching These marketplaces generate revenue primarily through referral fees, partner marketing arrangements, and lead-generation compensation structures.
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In 2024, we published our annual Environmental, Social and Governance (ESG) report, outlining our corporate social responsibility programs, diversity, equity, and inclusion efforts, and our environmental and sustainability strategy and emissions. Our revenue was $687.6 million and $599.4 million for 2024 and 2023, respectively, representing year-over-year growth of 15%.
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Financial Services We support certain financial service activities through wholly-owned and indirectly-owned subsidiaries that provide services under applicable regulatory regimes. • Next Door Lending, LLC (NDL) provides mortgage brokerage and origination services to consumers.
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We generated net income of $30.4 million for 2024, as compared to a net loss of $11.8 million for 2023. 3 Table of Contents Recent Acquisition In October 2024, we expanded our presence in the mortgage space with the acquisition of Next Door Lending LLC (NDL), a mortgage brokerage specializing in home purchase and refinancing solutions.
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NDL does not service mortgage loans or hold mortgage loans for more than 30 days. • NerdWallet Advisory LLC is an SEC-registered investment adviser that operates our financial advisor marketplace. It provides matching, referral, and lead-generation services to consumers seeking full-service investment advisers.
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NDL provides a wide range of loan products, including conventional, Fair Housing Authority (FHA), Department of Veterans Affairs (VA), and U.S. Department of Agriculture (USDA) home loans, designed to meet the diverse financial needs of borrowers.
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NerdWallet Advisory does not provide fiduciary investment advisory services, personalized investment advice, investment recommendations, or discretionary or non-discretionary investment management services to consumers. • NerdWallet Wealth Partners, LLC is an SEC-registered investment adviser that provides fiduciary investment advisory services, including financial planning and discretionary investment management.
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As a mortgage broker, NDL focuses on personalized loan matching, helping clients navigate home financing options by evaluating creditworthiness and offering tailored guidance on loan structures. Borrowers can choose from fixed and adjustable-rate mortgages based on their financial goals. Through NDL, we connect consumers with wholesale mortgage lenders, providing competitive rates and flexible terms.
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These services are delivered through dedicated advisory personnel and operate separately from our content and marketplace functions.
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As of December 31, 2024, NDL is licensed to operate in 25 states, further strengthening our ability to serve homebuyers and homeowners nationwide. Industry Trends in Our Favor Many trends are transforming the way consumers and SMBs manage their finances and several of these trends accelerated in 2020 during the COVID-19 pandemic, creating tailwinds in our historical businesses.
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NerdWallet Wealth Partners is structured to mitigate potential conflicts of interest with its clients and, among other things, does not offer proprietary financial products, sponsor investment funds, or act as a custodian for client assets. • NerdWallet Insurance Experts, LLC is an insurance agency that provides brokerage services to assist consumers in obtaining and comparing insurance products, including facilitating connections with licensed carriers or agents, data collection through online discovery questionnaires, and limited origination support.
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Consumers Manage Their Lives Digitally, and Financial Wellness is at the Forefront of This Change Increasingly, consumers use a digital-first approach to managing their lives: They manage appointments, book vacations, plan events and shop using apps.
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NerdWallet Insurance Experts does not bind coverage, administer policies, collect premiums, or adjust claims. Technology and Data Capabilities Our platform relies on proprietary technology that supports data ingestion, partner integrations, user segmentation, product ranking, and personalized insights. We use machine learning and rules-based systems to improve marketplace matching, predict user intent, and optimize performance for both users and partners.
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During the past several years, this digital-first approach has also permeated personal finance with consumers expecting to have the ability to manage all aspects of their financial wellness online. To meet this consumer demand, traditional financial services providers have established digital interfaces and are continually adding new functionality.
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Our infrastructure is built to support high-volume traffic, multi-region content delivery, and secure handling of consumer and SMB information. We invest in data quality, compliance monitoring, partner-performance analytics, and product metadata to maintain accurate comparisons and transparent disclosures.
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At the same time, successful fintech companies are proliferating and setting new standards for digital experiences. These new players are responding to changing consumer expectations by disrupting nearly every aspect of personal finance and offering a wide range of faster, better and cheaper digital services, continually altering the competitive landscape.
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Partner Ecosystem We work with a broad range of financial institutions, including banks, lenders, credit card issuers, insurance carriers, broker-dealers, investment advisers, and other providers. Our relationships include integration of application programming interfaces (APIs), data-exchange connections, marketing partnerships, and agreements governing referrals or introductions.
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By focusing on distinct personal financial products, fintech companies have unbundled personal finance and have provided value that conventional financial services providers cannot, often improving and expanding consumers’ choices and therefore, overall financial wellness.
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We maintain processes to monitor partner practices, regulatory changes, and compliance requirements applicable to referral arrangements and advertising partnerships. 4 User Engagement and Distribution Channels Users interact with our platform through web and mobile properties, email communications, APIs, partner-hosted integrations, and third-party search and social media channels.
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Consumers Are Inundated With Choice and Complexity, but Unbiased Financial Guidance is Difficult to Find While digital access and an increasing number of fintech companies are making it easier to invest, make payments and even take out a loan, the explosion of market participants also makes it increasingly difficult and time consuming for consumers to sift through all of the options to determine which product is best suited to their personal financial needs.
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Our mobile app provides additional tools for tracking finances, credit performance, spending patterns, and progress toward financial goals. We supplement direct channels with performance marketing, organic search, and partnerships that extend the reach of our content and marketplaces.
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Financial products and services are complex and consumers are seeking ways to compare and better understand their options. Many consumers do not have a trusted financial advisor to help them navigate this complexity and instead seek advice online. Unfortunately, finding trustworthy financial guidance online can be challenging.
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Products and Services We offer a broad set of products and services designed to help consumers and SMBs make informed financial decisions and connect with third-party providers of financial products. Our offerings span content publishing, technology-enabled tools, financial product marketplaces, mortgage brokering services, and regulated investment advisory services.
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Fees are not always transparent, there is not a standard route to achieve financial literacy and creative marketing can leave consumers feeling overwhelmed.
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Content, Tools, and Consumer and SMB Education We publish editorial content, reviews, product comparisons, research articles, financial guides, calculators, and decision-support tools that cover a wide range of consumer and SMB finance topics, including credit, lending, insurance, banking, investing, retirement planning, taxes, and household budgeting.
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Consumers Want to Know They’ve Made the Right Choice in Their Financial Lives Consumers want to take control of their financial well-being, ensure they’re getting the right deal, understand exactly what they’re signing up for and have confidence in their decisions. This desire to understand and feel well-informed about finances is prevalent across all generations.
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This content is produced independently and is intended to help users understand financial products, evaluate potential options, and take appropriate actions. Our tools include credit score monitoring, spending insights, personalized recommendations, application checklists, calculators, and product-matching questionnaires.
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A 2024 Experian study revealed that 66% of consumers said they'd like to expand their knowledge of credit and personal finance, with even higher percentages among Gen Z (80%) and Millennials (79%). 4 Table of Contents Our Platform We have developed a consumer-first platform that empowers consumers and SMBs to make well-informed financial decisions at the right time and with confidence.
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Marketplaces and Referral Services Our platform includes technology-enabled marketplaces that allow users to compare financial products, access pre-qualification tools, or connect with third-party providers. We generate revenue from referral fees, lead-generation arrangements, partner marketing programs, and related compensation models.
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The cornerstone of our platform is consumer trust in the independent, objective, and relevant guidance we provide, free of charge. Given it is incredibly difficult for any one person to be deeply knowledgeable across all areas of personal finance, we have an award-winning editorial team that functions as the “brains” behind our guidance.
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Our key marketplace categories include: • Credit Card Marketplace —Offers comparison tools, pre-qualification workflows, and introductions to issuing partners. • Personal Loan Marketplace —Provides comparison, rate-shopping tools, and introductions to lending partners. • Small Business Financing Marketplace (Fundera) —Assists SMBs with lender matching, product comparisons, intake support, and introductions to financing partners. • Banking Marketplace —Enables users to discover deposit products, high-yield savings accounts, certificates of deposit, and other banking solutions. • Insurance Marketplace (NerdWallet Insurance Services, Inc.) —Provides quote comparison tools and introductions to carriers and licensed insurance professionals. • Financial Advisor Marketplace (NerdWallet Advisory LLC) —Connects consumers with independent investment advisers through matching, referral, and lead-generation services.
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Our writers and editors, many of whom have joined us from notable publications, cover specific verticals day in and day out, and, as a result, are deeply knowledgeable about the financial areas they cover, producing high-quality guidance.
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NerdWallet Advisory does not provide personalized investment advice or portfolio management services to users. • Other Consumer and SMB Finance Marketplaces —Includes debt-related education and enrollment support services, student loans, auto loans, and other emerging financial product categories. These marketplaces provide consumers and SMBs with transparent comparisons and streamlined access to third-party providers while enabling partners to acquire users efficiently.
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The work of our editorial team as a whole is not only a key reason consumers trust our brand and turn to us for many of their financial questions, it is also the foundation of our personalized guidance and our “nudges.” The guidance developed by our editorial team is codified by our product team to create the insights surfaced across our platform.
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Mortgage Brokering (Next Door Lending LLC) We conduct mortgage brokering activities through NDL, a wholly-owned subsidiary licensed under applicable state laws. NDL provides consumer introductions, matching, and application routing to third-party mortgage lenders and supports certain intake and disclosure facilitation activities. NDL does not service mortgage loans or hold mortgage loans for more than 30 days.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe success of our entry into new verticals and products will depend on a number of factors, including: • Implementing in a cost effective manner product features expected by consumers and financial services providers; • Market acceptance of an intermediary by consumers and financial services providers; • Offerings by current and future competitors; • Our ability to innovate and disrupt markets by offering or creating new and compelling products for consumers; • Our ability to attract and retain management and other skilled personnel; • Our ability to collect amounts owed to us from our financial services partners; • Our ability to develop successful and cost-effective marketing campaigns; and • Our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our financial services partners in these newer verticals.
Biggest changeThe success of our entry into new verticals and services will depend on a number of factors, including: • Our ability to implement in a cost-effective manner product features and service experiences expected by consumers, SMBs and financial services providers, including in regulated businesses such as mortgage and insurance brokering and investment advisory services; • Market acceptance of an intermediary in these verticals by consumers, SMBs and financial services providers; • Offerings by current and future competitors, including those with longer operating histories in these regulated financial services sectors; • Our ability to innovate and disrupt markets by offering or creating new and compelling products and services for consumers and SMBs; • Our ability to attract and retain management and other skilled personnel with specialized expertise required for mortgage, insurance, and wealth management operation; • Our ability to collect amounts owed to us from our financial services partners and customers, including in verticals with longer or more variable revenue cycles; and • Our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by us or our financial services partners.
Furthermore, adverse publicity, from legal proceedings against us or our business, including governmental proceedings and consumer class action or other litigation, or the disclosure of information from security breaches or other incidents, could negatively impact our reputation and our brand, which could materially and adversely affect our business and financial condition and results of operations.
Furthermore, adverse publicity, from legal proceedings against us or our business, including governmental proceedings and consumer class action or other litigation, or the disclosure of information from security breaches or other incidents, could negatively impact our reputation and our brand, which could materially and adversely affect our business, financial condition, and results of operations.
We rely on third-party service providers to support our platform and information technology systems. We rely on third-party service providers to provide critical services that help us deliver our products and operate our business, including hosting our platform.
We rely on third-party service providers to support our platform and information technology systems. We rely on third-party service providers to provide critical services that help us deliver our products and services and operate our business, including hosting our platform.
Chen and his affiliated trusts with the ability to control the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of the number of shares of our outstanding Class A and Class B common stock; • only our chairperson, our chief executive officer, a holder of more than 21.0 million shares of Class B common stock (subject to adjustment for stock splits, stock dividends, stock combinations and the like), or a majority of our Board of Directors is authorized to call a special meeting of stockholders; • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; • our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval; and • certain litigation against us can only be brought in Delaware.
Chen and his affiliated trusts with the ability to control the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of the number of shares of our outstanding Class A and Class B common stock; 33 • only our chairperson, our chief executive officer, a holder of more than 21.0 million shares of Class B common stock (subject to adjustment for stock splits, stock dividends, stock combinations and the like), or a majority of our Board of Directors is authorized to call a special meeting of stockholders; • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; • our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval; and • certain litigation against us can only be brought in Delaware.
If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business. Item 1B. Unresolved Staff Comments. None.
If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business. Item 1B. Unresolved Staff Comments. None. 35
In addition, our new remote-first employment policy may exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, increased risk of unauthorized dissemination of sensitive information and increased complexity in coordinating the actions of the organization across various time zones, any of which could adversely affect our business.
In addition, our remote-first employment policy may exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, increased risk of unauthorized dissemination of sensitive information and increased complexity in coordinating the actions of the organization across various time zones, any of which could adversely affect our business.
These third party service providers may be susceptible to operational, technological and security vulnerabilities, including security breaches or other security incidents that compromise the confidentiality, integrity or availability of the systems they operate for us or the information they process on our behalf. In addition, these providers may rely on subcontractors to provide services to us that face similar risks.
These third-party service providers may be susceptible to operational, technological and security vulnerabilities, including cybersecurity breaches or other security incidents that compromise the confidentiality, integrity or availability of the systems they operate for us or the information they process on our behalf. In addition, these providers may rely on subcontractors to provide services to us that face similar risks.
Economic factors such as increased interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, and increased unemployment or stagnant or declining wages can affect the loan markets by impacting the number of loan applications and loan approval rates which can adversely affect our business.
Economic factors such as current interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, and increased unemployment or stagnant or declining wages can affect the loan markets by impacting the number of loan applications and loan approval rates which can adversely affect our business.
Risk Factors Summary The following is a summary of the principal risks that could materially adversely affect us and should be read in conjunction with the full disclosure in this “Risk Factors” section: • We depend on relationships with our financial services partners, and any adverse changes in their financial strength, tightening of their underwriting standards, or adverse changes to their online marketing strategy would adversely affect our business, financial condition and results of operations. • If consumers do not find value in our platform or do not like the consumer experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations. • We are dependent on internet search engines, particularly Google, to direct traffic to our websites and refer new users to our platform.
Risk Factors Summary The following is a summary of the principal risks that could materially adversely affect us and should be read in conjunction with the full disclosure in this “Risk Factors” section: • We depend on relationships with our financial services partners, and any adverse changes in their financial strength, tightening of their underwriting standards, or adverse changes to their online marketing strategy would adversely affect our business, financial condition and results of operations. • If consumers or SMBs do not find value in our platform or do not like the consumer or SMB experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations. • We are dependent on internet search engines, particularly Google, to direct traffic to our websites and refer new users to our platform.
Furthermore, even if we successfully acquire or invest in additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including, without limitation: • unanticipated costs or liabilities associated with the acquisition, including claims related to the acquired company, its product offerings, or technology; • incurrence of acquisition-related or investment-related expenses, which would be recognized as a current period expense; 30 Table of Contents • inability to generate sufficient revenue to offset acquisition or investment costs; • inability to maintain relationships with customers and partners of the acquired business; • challenges maintaining quality and security standards consistent with our brand; • inability to identify security vulnerabilities in acquired technology; • inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture; • the need to integrate or implement additional controls, procedures, and policies; • challenges caused by distance and cultural differences; • harm to our existing business relationships with business partners as a result of the acquisition or investment; • potential loss of key employees; • use of resources that are needed in other parts of our business and diversion of management and employee resources; • unanticipated complexity in accounting requirements; • use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; and • disputes that may arise out of earn-outs, escrows, and other arrangements related to an acquisition of a company.
Furthermore, even if we successfully acquire or invest in additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including, without limitation: • unanticipated costs or liabilities associated with the acquisition, including claims related to the acquired company, its product offerings, or technology; • incurrence of acquisition-related or investment-related expenses, which would be recognized as a current period expense; • inability to generate sufficient revenue to offset acquisition or investment costs; • inability to maintain relationships with customers and partners of the acquired business; • challenges maintaining quality and security standards consistent with our brand; • inability to identify security vulnerabilities in acquired technology; • inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture; • the need to integrate or implement additional controls, procedures, and policies; • challenges caused by distance and cultural differences; • harm to our existing business relationships with business partners as a result of the acquisition or investment; • potential loss of key employees; • use of resources that are needed in other parts of our business and diversion of management and employee resources; • unanticipated complexity in accounting requirements; • use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; and • disputes that may arise out of earn-outs, escrows, and other arrangements related to an acquisition of a company.
Our operations are geographically limited and primarily dependent upon consumers and economic conditions in the U.S. As a result of this geographical concentration, we are more vulnerable to downturns or other conditions that affect the U.S. economy. Any downturn or other adverse conditions in the U.S. economy could harm our business and financial results.
Our operations are geographically limited and primarily dependent upon consumers and SMBs and economic conditions in the U.S. As a result of this geographical concentration, we are more vulnerable to downturns or other conditions that affect the U.S. economy. Any downturn or other adverse conditions in the U.S. economy could harm our business and financial results.
New competitors may enter the market and may be able to innovate and bring products and services to market faster, or anticipate and meet consumer or financial services partner demand before we do. Other newcomers, including major search engines and content aggregators, may be able to leverage their existing products and services or access to data to our disadvantage.
New competitors may enter the market and may be able to innovate and bring products and services to market faster, or anticipate and meet consumer, SMB, or financial services partner demand before we do. Other newcomers, including major search engines and content aggregators, may be able to leverage their existing products and services or access to data to our disadvantage.
In the UK, informed consent is required for the placement of certain cookies or similar technologies on a user’s device and for direct electronic marketing and valid consent is tightly defined, including, a prohibition on pre-checked consents and, in the context of cookies, a requirement to obtain separate consents for each type of cookie or similar technology.
In the UK, for example, informed consent is required for the placement of certain cookies or similar technologies on a user’s device and for direct electronic marketing and valid consent is tightly defined, including, a prohibition on pre-checked consents and, in the context of cookies, a requirement to obtain separate consents for each type of cookie or similar technology.
Negative effects on targeting consumers would impact our ability to match them with financial services partners, posing a threat to our business, revenue, and financial results. Failure to maintain our reputation and brand recognition and attract and engage users in a cost-effective manner would harm our business, financial condition and results of operations.
Negative effects on targeting consumers and SMBs would impact our ability to match them with financial services partners, posing a threat to our business, revenue, and financial results. Failure to maintain our reputation and brand recognition and attract and engage users in a cost-effective manner would harm our business, financial condition and results of operations.
Our recent acquisition of NDL in October 2024 and our expansion into mortgage brokerage services introduce additional risks. We must comply with complex federal and state regulations governing mortgage brokerage operations, including licensing requirements for both the entity and individuals in the states where NDL operates.
Our acquisition of NDL in October 2024 and our expansion into mortgage brokerage services introduce additional risks. We must comply with complex federal and state regulations governing mortgage brokerage operations, including licensing requirements for both the entity and individuals in the states where NDL operates.
Such incidents may in the future result in unauthorized, unlawful or inappropriate use, destruction or disclosure of, access to, or inability to access the sensitive, proprietary and confidential information that we handle. These incidents may remain undetected for extended periods of time allowing malfeasors to use time to their advantage.
Such cybersecurity incidents may in the future result in unauthorized, unlawful or inappropriate use, destruction or disclosure of, access to, or inability to access the sensitive, proprietary and confidential information that we handle. These incidents may remain undetected for extended periods of time allowing malfeasors to use time to their advantage.
We use social media, including Facebook, Instagram and TikTok, as well as affiliate marketing, email, and SMS as part of our multi-channel approach to marketing. Laws and regulations governing the use of these platforms and other digital marketing channels are rapidly evolving.
We use social media, including Facebook, Instagram and TikTok, as well as affiliate marketing, email, and SMS as part of our multi-channel approach to marketing. Laws and regulations governing the use of these platforms, communication channels, and other digital marketing channels are rapidly evolving.
If we are unable to maintain and grow such data, we may be unable to provide consumers with a platform experience that is relevant, efficient and effective, which could adversely affect our business, financial condition and results of operations.
If we are unable to maintain and grow such data, we may be unable to provide consumers and SMBs with a platform experience that is relevant, efficient and effective, which could adversely affect our business, financial condition and results of operations.
Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all Nasdaq corporate governance requirements. We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.
Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all Nasdaq corporate governance requirements. 29 We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.
Aspects of our business are subject to a variety of federal, state and provincial financial and other laws in the U.S., Canada, Australia and UK, including laws, authorizations, and state or provincial licensing requirements relating to matching consumers with financial services providers; the marketing of mortgages, credit cards, personal loans, insurance, and other financial products and services; the manner in which we conduct our loan origination and servicing businesses and the fees that we may charge; the collection, use, retention, protection, disclosure, transfer and other processing of consumer personal information; investment advisory services; and other laws that are frequently evolving and developing.
Aspects of our business are subject to a variety of federal, state and provincial financial and other laws in the U.S., Canada, and UK, including laws, authorizations, and state or provincial licensing requirements relating to matching consumers and SMBs with financial services providers; the marketing of mortgages, credit cards, personal loans, insurance, and other financial products and services; the manner in which we conduct our loan origination and servicing businesses and the fees that we may charge; the collection, use, retention, protection, disclosure, transfer and other processing of consumer personal information; investment advisory services; and other laws that are frequently evolving and developing.
However, the focus on building long-term trust and consumer engagement over short-term revenue opportunities may not always yield the expected long-term benefits, potentially resulting in harm to user traffic, engagement, business, financial condition, and operational results.
However, the focus on building long-term trust and consumer and SMB engagement over short-term revenue opportunities may not always yield the expected long-term benefits, potentially resulting in harm to user traffic, engagement, business, financial condition, and operational results.
In addition, the government and regulatory authorities in the UK, Canada, Australia and U.S. including the respective federal agencies, state and provincial legislatures and regulators may from time to time enact new laws, regulations or guidance that may harm our business.
In addition, the government and regulatory authorities in the UK, Canada, and U.S. including the respective federal agencies, state and provincial legislatures and regulators may from time to time enact new laws, regulations or guidance that may harm our business.
Our financial performance is dependent on our ability to successfully refer users to financial services partners, and these partners are not precluded from offering products and services outside of our platform. Our ability to earn revenue is dependent on referring users of our site to our financial services partners and our users seeking to transact with such partners.
Our financial performance is dependent on our ability to successfully refer users to and market financial services partners, and these partners are not precluded from offering products and services outside of our platform. Our ability to earn revenue is dependent on referring users of our site to our financial services partners and our users seeking to transact with such partners.
The UK, Canada, and Australia also have licensure requirements in order to solicit or offer qualitative assessments and comparison of certain financial products, such as loans secured by residential mortgages, consumer loans, credit cards, and insurance.
The UK and Canada also have licensure requirements in order to solicit or offer qualitative assessments and comparison of certain financial products, such as loans secured by residential mortgages, consumer loans, credit cards, and insurance.
Although we incorporate contractual provisions that require that our providers and their subcontractors protect our data and information, including personal data, any failure or security breaches by or of our third-party service providers or their subcontractors that result in an interruption in service, unauthorized access, misuse, loss or destruction of data or other similar occurrences could interrupt our business, cause us to incur losses, result in loss of reputation and consumer trust and subject us to customer complaints, significant fines, litigation, disputes, claims, and regulatory investigations or other inquiries.
Although we incorporate contractual provisions that require that our providers and their subcontractors protect our data and information, including personal information, any failure or security breaches by or of our third-party service providers or their subcontractors that result in an interruption in service, unauthorized access, misuse, loss or destruction of data or other similar occurrences could interrupt our business, cause us to incur losses, result in loss of reputation and consumer and SMB trust and subject us to 23 customer complaints, significant fines, litigation, disputes, claims, and regulatory investigations or other inquiries.
A security breach or other security incident, or the perception that one has occurred, could result in a loss of confidence by both our users and financial services partners and damage our reputation and brand; reduce demand for our products; disrupt normal business operations; require us to expend significant capital and resources to investigate and remedy the incident and prevent recurrence; and subject us to litigation, regulatory enforcement action, fines, penalties, and other liability, which could adversely affect our business, financial condition and results of operations.
A cybersecurity or other security incident, or the perception that one has occurred, could result in a loss of confidence by both our users and financial services partners and damage our reputation and brand; reduce demand for our products; disrupt normal business operations; require us to expend significant capital and resources to investigate and remedy the incident and prevent recurrence; and subject us to litigation, regulatory enforcement action, fines, penalties, and other liability, which could adversely affect our business, financial condition and results of operations.
Furthermore, in the event that any of our agreements with our third-party service providers are terminated, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new hosting providers.
Furthermore, in the event that any of our agreements with our third-party service providers are terminated, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new service providers.
Our online competitors include marketplaces such as Bankrate, Credit Karma, LendingTree, and Zillow, and we also face direct or indirect competition from providers of consumer personal finance guidance and online search engines.
Our online competitors include marketplaces such as Bankrate, Credit Karma, LendingTree, and Zillow, and we also face direct or indirect competition from providers of consumer finance guidance and online search engines.
The failure by us, our employees, third parties acting at our direction or affiliate marketing partners who engage in advertising on our behalf to abide by applicable laws and regulations in the use of these platforms could adversely impact our reputation or subject us to fines or other penalties.
The failure by us, our employees, third parties acting at our direction or affiliate marketing partners who engage in advertising on our behalf to abide by applicable laws and regulations in the use of these platforms and communication channels could adversely impact our reputation or subject us to fines or other penalties.
Certain of our products that are not otherwise subject to the GLBA or FCRA may be subject to additional laws and regulations. For example, the CCPA created new data privacy rights for California-resident users that were expanded when the California Privacy Rights Act went into effect in 2023.
Certain of our products and/or data that are not otherwise subject to the GLBA or FCRA may be subject to additional laws and regulations. For example, the CCPA created new data privacy rights for California-resident users that were expanded when the CPRA went into effect in 2023.
Promoting and maintaining our brand requires the expenditure of considerable money and resources for online and offline marketing and advertising, the continued provision of high-quality products and services that meet user needs, the ability to maintain consumers’ trust, and the ability to successfully differentiate our brand, products and services from those of our competitors.
Promoting and maintaining our brand requires the expenditure of money and resources for online and offline marketing and advertising, the continued provision of high-quality products and services that meet user needs, the ability to maintain consumers’ and SMBs’ trust, and the ability to successfully differentiate our brand, products and services from those of our competitors.
Security incidents could also damage our IT systems and our ability to make the financial reports and other public disclosures required of public companies. These risks are likely to continue to increase as we continue to grow and process, store and transmit increasingly larger volumes of data.
Cybersecurity incidents could also damage our IT systems and our ability to make the financial reports and other public disclosures required of public companies. These risks are likely to continue to increase as we continue to grow and process, store and transmit increasingly larger volumes of data.
While these endeavors hold significant potential, they also come with inherent risks, and there is no guarantee that we will realize the anticipated benefits. • Our financial performance is dependent on our ability to successfully refer users to financial services partners, and these partners are not precluded from offering products and services outside of our platform. • Macroeconomic developments such as inflationary conditions in the U.S. have caused macroeconomic uncertainty and may have an adverse impact on our business, results of operations and our vertical diversification strategy. • Adverse conditions in the consumer finance markets, or poor or uncertain macroeconomic conditions, could harm our business, financial condition and results of operations if our financial services partners reduce their marketing budgets and decrease spending on our platform. • Changes in the loans markets could harm our business, financial condition and results of operations. • Our business is subject to a variety of financial regulations in the U.S., UK, Canada and Australia, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business. 15 Table of Contents • Security incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results. • The dual class structure of our common stock has the effect of concentrating voting control with our Co-founder, CEO and Chairman of our Board of Directors, Tim Chen, which will limit or preclude your ability to influence corporate matters.
While these endeavors hold significant potential, they also come with inherent risks, and there is no guarantee that we will realize the anticipated benefits. • Our financial performance is dependent on our ability to successfully refer users to financial services partners, and these partners are not precluded from offering products and services outside of our platform. • Macroeconomic developments such as inflationary conditions in the U.S. have caused macroeconomic uncertainty and may have an adverse impact on our business, results of operations and our vertical diversification strategy. 10 • Adverse conditions in the consumer or SMB finance markets, or poor or uncertain macroeconomic conditions, could harm our business, financial condition and results of operations if our financial services partners reduce their marketing budgets and decrease spending on our platform. • Changes in the loans markets could harm our business, financial condition and results of operations. • Our business is subject to a variety of financial regulations in the U.S., UK, and Canada, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business. • Cybersecurity incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results. • The dual class structure of our common stock has the effect of concentrating voting control with our Co-founder, CEO and Chairman of our Board of Directors, Tim Chen, which will limit or preclude your ability to influence corporate matters.
We are also exploring new audience targeting and measurement approaches and focusing on direct consumer connections through registration ramps to minimize reliance on search engines. Changes in our marketing approach and consumer relationships are ongoing, with uncertain outcomes on actionable marketing data.
We are also exploring new audience targeting and measurement approaches and focusing on direct consumer or SMB connections through registration ramps to minimize reliance on search engines. Changes in our marketing approach and consumer and SMB relationships are ongoing, with uncertain outcomes on actionable marketing data.
There are many factors that could negatively affect our ability to grow our user base and engagement, including if: • we lose users to new market entrants and/or existing competitors; • we do not obtain regulatory approvals necessary for expansion into new verticals, geographies or to launch new products, product features or tools; • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platform; • our platform experiences disruptions or outages; • we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate; • we fail to expand geographically; • we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry; • technical or other problems frustrate the user experience; • we are unable to address user concerns regarding the content, privacy, and security of our digital platform; • we are unable to continue to innovate and improve our platform by generating compelling content and tools; • existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers; or 16 Table of Contents • we are unable to successfully launch new verticals.
There are many factors that could negatively affect our ability to grow our user base and engagement, including if: • we lose users to new market entrants and/or existing competitors; • we do not obtain regulatory approvals necessary for expansion into new verticals, geographies or to launch new products, product features or tools; • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platform; • our platform experiences disruptions or outages; • we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate; • we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry; 11 • technical or other problems frustrate the user experience; • we are unable to address user concerns regarding the content, privacy, and security of our digital platform; • we are unable to continue to innovate and improve our platform by generating compelling content and tools; • existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer or SMB benefits of using multiple providers; or • we are unable to successfully launch new verticals.
In addition, as we continue to expand internationally, we are subject to foreign data privacy and security laws and regulations. These data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws.
In addition, as we continue to expand internationally, we are subject to foreign data privacy and security laws and regulations. These data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting and complying with such laws.
If we fail to successfully anticipate and identify new trends, products and emerging financial services providers, and provide up-to-date educational content, tools and other relevant resources timely, our ability to engage consumers and financial services providers may suffer, which would harm our business, financial condition and results of operations. Our current lack of geographic diversity exposes us to risk.
If we fail to successfully anticipate and identify new trends, products and emerging financial services providers, and provide up-to-date educational content, tools and other relevant resources timely, our ability to engage consumers and SMBs with financial services providers may suffer, which would harm our business, financial condition and results of operations. 16 Our current lack of geographic diversity exposes us to risk.
If consumers do not find value in our platform or do not like the consumer experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations.
If consumers or SMBs do not find value in our platform or do not like the consumer or SMB experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations.
Chen may make long-term strategic investment decisions and take risks that may not be successful and may seriously harm our business. 32 Table of Contents As our Chief Executive Officer, Mr. Chen also has control over our day-to-day management and the implementation of major strategic investments of our company, subject to authorization and oversight by our Board of Directors.
Chen may make long-term strategic investment decisions and take risks that may not be successful and may seriously harm our business. As our Chief Executive Officer, Mr. Chen also has control over our day-to-day management and the implementation of major strategic investments of our company, subject to authorization and oversight by our Board of Directors.
Despite our compliance efforts and activities we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition and results of operations. 25 Table of Contents Risks Related to Our Human Capital We depend on our executive team and other key employees to manage the business and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could materially harm our business.
Despite our compliance efforts and activities we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition and results of operations. 21 Risks Related to Our Human Capital We depend on our executive team and other key employees to manage the business and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could materially harm our business.
In order to attract consumers to the products we provide and our platform, convert these consumers into matches with financial services partners and generate repeat visits, we must market our platform and maintain consumer trust.
In order to attract consumers and SMBs to our platform and the products and services we provide, convert these consumers and SMBs into matches with financial services partners, and generate repeat visits, we must market our platform and maintain consumer and SMB trust.
The terms of our credit agreement with JPM and certain other lenders restrict our ability to pay dividends, and we may enter into additional agreements in the future that could also contain restrictions on payments of cash dividends. 35 Table of Contents We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.
The terms of our credit agreement with JPM and certain other lenders restrict our ability to pay dividends, and we may enter into additional agreements in the future that could also contain restrictions on payments of cash dividends. 31 We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.
The following factors, in addition to other factors described in this “Risk Factors” section may have a significant impact on the market price of our Class A common stock: • our operating and financial performance, quarterly or annual earnings relative to similar companies; • publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • announcements by us or our competitors of acquisitions, business plans or commercial relationships; • any major change in our Board of Directors or senior management; • sales of our Class A common stock by us, our directors, executive officers, principal stockholders, or senior management; • adverse market reaction to any indebtedness we may incur or refinance or securities we may issue in the future; • short sales, hedging and other derivative transactions in our Class A common stock; • exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, and foreign exchange rates; • our creditworthiness, financial condition, performance, and prospects; • our dividend policy and whether dividends on our Class A common stock have been, and are likely to be, declared and paid from time to time; • perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives; • regulatory or legal developments; • changes in general market, economic, and political conditions; • conditions or trends in our industry, geographies or customers; • changes in accounting standards, policies, guidance, interpretations or principles; and • threatened or actual litigation or government investigations.
The following factors, in addition to other factors described in this “Risk Factors” section may have a significant impact on the market price of our Class A common stock: • our operating and financial performance, quarterly or annual earnings relative to similar companies; • publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • announcements by us or our competitors of acquisitions, business plans or commercial relationships; • any major change in our Board of Directors or senior management; • sales of our Class A common stock by us, our directors, executive officers, principal stockholders, or senior management; • adverse market reaction to any indebtedness we may incur or refinance or securities we may issue in the future; • short sales, hedging and other derivative transactions in our Class A common stock; • exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, and foreign exchange rates; • our creditworthiness, financial condition, performance, and prospects; • our dividend policy and whether dividends on our Class A common stock have been, and are likely to be, declared and paid from time to time; • perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives; • regulatory or legal developments; • changes in general market, economic, and political conditions; • conditions or trends in our industry, geographies or customers; • changes in accounting standards, policies, guidance, interpretations or principles; and • threatened or actual litigation or government investigations. 30 In addition, broad market and industry factors may negatively affect the market price of our Class A common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly.
It may also become more difficult for us or our affiliate marketing partners to comply with such laws, and future data privacy laws and regulations or industry standards may restrict or limit our ability to use some or all of the marketing strategies on which we currently rely.
It may also become more difficult for us or our affiliate marketing partners to comply with such laws, and future data privacy and consumer protection laws and regulations or industry standards may alter, restrict or limit our ability to use some or all of the marketing strategies on which we currently rely.
Even if we take steps that we believe are adequate to protect us from cyber threats, hacking against our competitors or other companies in our industry could create the perception among our users and financial services partners that our digital platform is not safe to use.
Even if we take reasonable steps that we believe are adequate to protect us from cybersecurity threats, hacking against our competitors or other companies in our industry could create the perception among our users and financial services partners that our digital platform is not safe to use.
Chen’s and his affiliated trusts’ shares of Class B common stock will automatically convert into Class A common stock, on a one-to-one basis, upon any sale or transfer of the applicable shares (other than transfers to certain permitted entities) or upon his death.
In addition, Mr. Chen’s and his affiliated trusts’ shares of Class B common stock will automatically convert into Class A common stock, on a one-to-one basis, upon any sale or transfer of the applicable shares (other than transfers to certain permitted entities) or upon his death.
Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. 28 Table of Contents We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.
Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. 24 We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.
The failure of our business to maintain or enhance its reputation and brand recognition and attract and retain consumers in a cost-effective manner could materially and adversely affect our business, financial condition and results of operations. 17 Table of Contents Use of social media, influencers, affiliate marketing, email, and text messages may adversely impact our brand and reputation or subject us to fines or other penalties.
The failure of our business to maintain or enhance its reputation and brand recognition and attract and retain consumers and SMBs in a cost-effective manner could materially and adversely affect our business, financial condition and results of operations. 12 Use of social media, influencers, affiliate marketing, email, and text messages may adversely impact our brand and reputation or subject us to fines or other penalties.
As a result, our culture, information technology requirements, cybersecurity risk, and business operations could be adversely affected. 26 Table of Contents Risks Related to Our Technology, Security and Intellectual Property Security incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.
As a result, our culture, information technology requirements, cybersecurity risk, and business operations could be adversely affected. 22 Risks Related to Our Technology, Security and Intellectual Property Cybersecurity incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.
Risks Related to Our Industry and the Consumer Finance Economy Macroeconomic developments such as inflationary conditions and the current interest rate environment in the U.S. have caused macroeconomic uncertainty and may have an adverse impact on our business, results of operations and our vertical diversification strategy.
Risks Related to Our Industry and the Consumer Finance Economy Macroeconomic developments such as inflationary conditions in the U.S. have caused macroeconomic uncertainty and may have an adverse impact on our business, results of operations and our vertical diversification strategy.
If we fail to remain competitive on customer experience, editorial articles and product offerings, our ability to grow our business may also be adversely affected. While a key part of our business strategy is to engage users in our existing verticals, we also intend to expand our operations into new verticals.
If we fail to remain competitive on customer experience, editorial articles and product offerings, our ability to grow our business may also be adversely affected. While a key part of our business strategy is to engage users in our existing verticals, we also intend to expand our operations into new verticals, such as our brokerage and advisory businesses.
Competition in this market has intensified, and we expect this trend to continue as the list of financial services providers grows. There are many established and emerging technology centric financial services providers offering a multitude of products to consumers across all financial verticals.
Competition in this market has intensified, and we expect this trend to continue as the list of financial services providers grows. There are many established and emerging technology centric financial services providers offering a multitude of products to consumers and SMBs.
As we expand internationally, we will also be subject to international laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data.
We will also be subject to international laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data.
Although less extensive than the previous government’s proposed legislation, the new Bill still envisages a significant number of changes to UK data protection law.
Although less extensive than the previous government’s proposed legislation, the new Bill still resulted in a significant number of changes to UK data protection law.
We cannot be sure that all of our use of open source software is in a manner that is consistent with our current policies and 29 Table of Contents procedures, or will not subject us to liability.
We cannot be sure that all of our use of open source software is in a manner that is consistent with our current policies and 25 procedures, or will not subject us to liability.
Tim Chen, our Co-founder, Chief Executive Officer and Chairman of our Board of Directors and his affiliated trusts hold all outstanding shares of Class B common stock, which as of December 31, 2024 constituted approximately 87.5% of the voting power of our outstanding capital stock.
Tim Chen, our Co-founder, Chief Executive Officer and Chairman of our Board of Directors and his affiliated trusts hold all outstanding shares of Class B common stock, which as of December 31, 2025 constituted approximately 89% of the voting power of our outstanding capital stock.
Our existing international operations and further international expansion are subject to a number of difficulties and risks, including: • challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture and employee programs across all of our offices, including those resulting from cultural differences and geographic dispersion; • required compliance with existing and changing foreign regulatory requirements and laws that are or may be applicable to our business in the future, such as the European Union’s General Data Protection Regulation (GDPR) and other data privacy requirements; labor and employment regulations; anti-competition regulations; regulatory laws and requirements for licenses and authorizations; and the UK Bribery Act of 2010 and other anti-corruption laws; • required compliance with U.S. laws such as the Foreign Corrupt Practices Act, and other U.S. federal laws and regulations established by the office of Foreign Asset Control and other governmental entities; 19 Table of Contents • difficulties identifying, obtaining, and maintaining the government approvals, authorizations, or licensures required to conduct our business in foreign markets; • financial risks, such as longer payment cycles, difficulty collecting accounts receivable, and the impact of local and regional financial crises on demand and payment for our products; • difficulties obtaining intellectual property protection, enforcing our intellectual property rights, and defending against third-party intellectual property infringement claims; • challenges successfully addressing novel sources of competition, including in the context of foreign laws and business practices that may favor local companies; • difficulties managing fluctuations in currency exchange rates and foreign exchange controls; and • potentially adverse tax consequences, including multiple and possibly overlapping tax regimes, the complexities of foreign value-added tax systems, and changes in tax rates.
Our existing international operations, and any future expansion, are subject to numerous difficulties and risks, including: • challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture and employee programs across all of our offices, including those resulting from cultural differences and geographic dispersion; • required compliance with existing and changing foreign regulatory requirements and laws that are or may be applicable to our business in the future, such as the European Union’s General Data Protection Regulation (GDPR) and other data privacy requirements; labor and employment regulations; anti-competition regulations; regulatory laws and requirements for licenses and authorizations; and the UK Bribery Act of 2010 and other anti-corruption laws; • required compliance with U.S. laws such as the Foreign Corrupt Practices Act, and other U.S. federal laws and regulations established by the office of Foreign Asset Control and other governmental entities; • difficulties identifying, obtaining, and maintaining the government approvals, authorizations, or licensures required to conduct our business in foreign markets; • financial and operational risks, such as longer payment cycles, difficulty collecting accounts receivable, and the impact of local and regional financial crises on demand and payment for our products; • challenges obtaining intellectual property protection, enforcing our intellectual property rights, and defending against third-party intellectual property infringement claims abroad; • increased competition, including from local companies that may benefit from local laws, regulations, or business practices; • exposure to fluctuations in foreign currency exchange rates and related foreign exchange controls; and • potentially adverse tax consequences, including multiple and possibly overlapping tax regimes, complexities of foreign value-added tax systems, and changes in applicable tax rates.
In addition, a growing number of states have passed 24 Table of Contents or are expected to pass their own respective privacy laws.
In addition, a growing number of states have passed or are expected to pass their own respective privacy laws.
The Data Protection and Digital Information (No. 2) Bill, however, did not complete before Parliament was dissolved on May 24, 2024 and is no longer being progressed. In October 2024, the House of Lords conducted the first reading of a new legislation – the Data (Use and Access) Bill (the Bill).
The Data Protection and Digital Information (No. 2) Bill, however, did not complete before Parliament was dissolved on May 24, 2024 and is no longer being progressed. In October 2024, the House of Lords conducted the first reading of a new legislation – the Data (Use and Access) Bill (the Bill), which received Royal Assent in June 2025.
A lengthy interruption in the availability of our platform would result in a loss of matches with our financial partners and corresponding revenue, which would impact our operating results and cash flow. In addition, it would negatively impact search engine ranking, user experience and our reputation with our financial partners.
A lengthy interruption in the availability of our platform would result in a loss of matches with our financial partners and our ability to perform services, affecting corresponding revenue, which would impact our operating results and cash flow. In addition, it would negatively impact search engine ranking, user experience and our reputation with our financial partners and providers.
Given the sustained flow of investment into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors.
Given the sustained flow of investment into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
The introduction of AI-assisted technologies could further impact search engine relevance, causing declines in our ranking and decreased platform traffic, affecting our financial results. Additionally, Google may take action against websites for behavior deemed to unfairly influence search results, without providing published guidelines. In 2017, Google’s action temporarily resulted in lower search rankings and decreased traffic to our website.
The introduction and acceptance of AI-assisted technologies could further impact search engine relevance, causing declines in our ranking and decreased platform traffic, affecting our financial results. Additionally, Google may take action against websites for behavior deemed to unfairly influence search results, without providing published guidelines.
As a result, we may face challenges in addressing and implementing the requirements of the proposed new law in light of uncertainty over its interpretation and application to data transfer, privacy, data protection, and information security in the UK, and may incur significant costs and expenses in an effort to do so.
As a result, we have faced challenges in addressing and implementing the requirements of the new law in light of uncertainty over its interpretation and application to data transfer, privacy, data protection, and information security in the UK, and will likely continue to incur significant costs and expenses in an effort to do so.
Because there are many different cybercrime and hacking techniques and such techniques continue to evolve, we may be unable to anticipate attempted security breaches, react in a timely manner or implement adequate preventative measures.
Because there are many different cybercrime and hacking techniques and such techniques continue to evolve, we may be unable to anticipate all cybersecurity threats, react in a timely manner or implement adequate preventative or remedial measures.
We began our business with our credit card vertical and have since grown our business to include seven additional verticals: mortgages, insurance, SMB products, personal loans, banking, investing and student loans.
We began our business with our credit card vertical and have since grown our business to include additional verticals: mortgages, insurance, SMB products, consumer loans and debt solutions, banking, and investing.
Adverse publicity and the potential corresponding impact on our reputation may be accelerated and amplified by the widespread use of social media platforms.
The strength of our brand may be harmed by adverse publicity from many sources. Adverse publicity and the potential corresponding impact on our reputation may be accelerated and amplified by the widespread use of social media platforms.
The incurrence of additional indebtedness would result in increased fixed obligations and could also include additional covenants or other restrictions that would impede our ability to manage our operations. Any of the foregoing could adversely affect our business, financial condition, and results of operations.
The incurrence of additional indebtedness would result in increased fixed obligations and could also include additional covenants or other restrictions that would impede our ability to manage our operations.
Our results of operations may suffer if we fail to successfully anticipate and manage these issues associated with expansion into new verticals. 21 Table of Contents We rely on the data provided to us by users and third parties to operate and improve our product offerings, and if we are unable to maintain and grow the use of such data, we may be unable to provide users with a platform experience that is relevant and effective, which would harm our business, financial condition and results of operations.
We rely on the data provided to us by users and third parties to operate and improve our product offerings, and if we are unable to maintain and grow the use of such data, we may be unable to provide users with a platform experience that is relevant and effective, which would harm our business, financial condition and results of operations.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities rules and regulations.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing standards of Nasdaq, and other applicable securities laws and regulations.
In addition, any such claims or litigation may be time-consuming and costly, divert management resources, require us to change our platform or have other adverse effects on our business.
Such matters are subject to many uncertainties and outcomes are not predictable with assurance. In addition, any such claims or litigation may be time-consuming and costly, divert management resources, require us to change our platform or have other adverse effects on our business.
Although alternative providers could host our platform on a substantially similar basis, such transition could potentially be disruptive and we could incur significant costs in connection therewith. 18 Table of Contents We compete in a highly competitive and rapidly evolving market with a number of other companies and we face the possibility of new entrants disrupting our market over time.
Although alternative providers could be found to provide substantially similar services, such transitions could potentially be disruptive and we could incur significant costs in connection therewith. 13 We compete in a highly competitive and rapidly evolving market with a number of other companies and we face the possibility of new entrants disrupting our market over time.
The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business.
Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could harm our business, financial condition, results of operations or prospects.
Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could harm our business, financial condition, results of operations or prospects. Any adverse determination in litigation could also subject us to significant liabilities.
Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • unlawful payments of dividends or unlawful stock repurchases or redemptions; or • any transaction from which the director derived an improper personal benefit. 38 Table of Contents Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.
Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • unlawful payments of dividends or unlawful stock repurchases or redemptions; or • any transaction from which the director derived an improper personal benefit.
Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition. We have and may become party to various legal proceedings and other claims that arise in the ordinary course of business, or otherwise in the future. Such matters are subject to many uncertainties and outcomes are not predictable with assurance.
Any of the foregoing could adversely affect our business, financial condition, and results of operations. 27 Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition. We have and may become party to various legal proceedings and other claims that arise in the ordinary course of business, or otherwise in the future.
As a result, the market price of our Class A common stock could be adversely affected. 33 Table of Contents The price of our stock may be volatile, and you could lose all or part of your investment. The trading price of our Class A common stock could be volatile, and you could lose all or part of your investment.
The price of our stock may be volatile, and you could lose all or part of your investment. The trading price of our Class A common stock could be volatile, and you could lose all or part of your investment.
If we are unable to maintain, grow and efficiently handle the data provided to us, the value that we provide to consumers and the quality of matches with financial services partners may be limited.
If we are unable to maintain, grow and efficiently handle the data provided to us, or if third parties are restricted by laws and regulations from providing us with such data, the value that we provide to consumers and SMBs, and the quality of matches with financial services partners may be limited.
We earn fees from our financial services partners by matching users with their products. Thus, our business is dependent on the consumer finance markets and the demand for the products offered by our financial services partners.
Thus, our business is dependent on the consumer finance markets and the demand for the products offered by our financial services partners.
For example, we initially built our content and began matching consumers with financial services providers in the credit card market, we later expanded into loan products and have continued to add other verticals since then.
Our ability to attract and engage users depends, in part, on our ability to successfully expand our product offerings and editorial articles. For example, we initially built our content and began matching consumers and SMBs with financial services providers in the credit card market, we later expanded into loan products and have continued to add other verticals since then.
If our financial services partners experience financial difficulties, they may cease participating on our platform or tighten underwriting standards, which would result in fewer opportunities for us to earn fees from matching consumers with them. In times of financial difficulty, financial services providers may also fail to pay fees when due or drop the quality of their services to consumers.
If our financial services partners experience financial difficulties, they may cease participating on our platform or tighten underwriting standards, which would result in fewer opportunities for us to earn fees from matching consumers and SMBs with them.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRegular communication between the CISO and the Chief Legal Officer, Chief Financial Officer, and Chief Executive Officer ensures top management is well-informed about NerdWallet's cybersecurity posture and potential risks. 40 Table of Contents Risk Management Leadership The primary responsibility for assessing, monitoring, and managing our cybersecurity risks lies with our highly experienced CISO.
Biggest changeRegular communication between the CISO and the Chief Legal Officer, Chief Financial Officer, and Chief Executive Officer ensures top management is well-informed about NerdWallet's cybersecurity posture and potential risks. Risk Management Leadership The primary responsibility for assessing, monitoring, and managing our cybersecurity risks lies with our highly experienced CISO.
With two decades of cybersecurity expertise, including multiple CISO roles, our CISO plays a pivotal role in developing and executing our cybersecurity strategies. His responsibilities include overseeing governance programs, addressing known risks, leading employee security training, and executing the incident response plan in case of a cybersecurity incident.
With two decades of cybersecurity expertise, including multiple CISO roles, our CISO plays a pivotal role in developing and executing our cybersecurity strategies. His responsibilities include overseeing governance programs, addressing known risks, leading employee security training, and executing the incident response plan in case of a cybersecurity incident. 36

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Facilities We maintain offices in San Francisco, California, New York, New York, Scottsdale, Arizona, Bingham Farms, Michigan, and Norwich, UK. We lease all of our facilities and do not own any real property. We have a remote-first policy that allows for almost all roles to be remote on an ongoing basis.
Biggest changeItem 2. Properties. Facilities We maintain offices in San Mateo, California, New York, New York, Scottsdale, Arizona, and Detroit, Michigan. We lease all of our facilities and do not own any real property. We have a remote-first policy that allows for almost all roles to be remote on an ongoing basis.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee further discussion under “Litigation and Other Legal Matters” in Note 8–Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 41 Table of Contents Part II
Biggest changeSee further discussion under “Litigation and Other Legal Matters” in Note 8–Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 37 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table summarizes our share repurchase activity for the three months ended December 31, 2024: Period Total Number of Shares Purchased 1 (in thousands) Average Price Paid per Share 2 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1 (in thousands) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs 1 (in millions) October 645 $ 12.67 645 $ 25.0 November — $ — — $ 25.0 December — $ — — $ 25.0 Total 645 645 ______________ (1) On May 2, 2023, we announced that our Board of Directors authorized a plan under which we may repurchase up to $20 million of our Class A common stock and, following our utilization of that share repurchase authorization, we announced on October 26, 2023, September 9, 2024 and October 29, 2024 that our Board of Directors approved additional share repurchase authorizations under which we may repurchase up to an additional $30 million, $50 million and $25 million, respectively, of our Class A common stock (collectively, the Repurchase Program).
Biggest changeIssuer Purchases of Equity Securities The following table summarizes our share repurchase activity for the three months ended December 31, 2025: Period Total Number of Shares Purchased 1 (in thousands) Average Price Paid per Share 2 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1 (in thousands) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs 1 (in millions) October 1, 2025 - October 31, 2025 2,091 $ 11.07 2,091 $ 32.7 November 1, 2025 - November 30, 2025 1,462 $ 13.75 1,462 $ 12.6 December 1, 2025 - December 31, 2025 499 $ 15.56 499 $ 55.2 Total 4,052 4,052 ______________ (1) On May 2, 2023, we announced that our Board of Directors authorized a plan under which we may repurchase up to $20 million of our Class A common stock and, following our utilization of that share repurchase authorization, we announced on October 26, 2023, September 9, 2024, October 29, 2024, September 13, 2025, December 16, 2025, and February 25, 2026, that our Board of Directors approved additional share repurchase authorizations under which we may repurchase up to an additional $30 million, $50 million, $25 million, $50 million, $50 million, and $100 million, respectively, of our Class A common stock (collectively, the Repurchase Program).
The terms of our credit agreement with JPM and certain other lenders restrict our ability to pay dividends, and we may enter into additional agreements in the future that could also contain restrictions on payments of cash dividends. Recent Sales of Unregistered Equity Securities There were no sales of unregistered equity securities during the year ended December 31, 2024.
The terms of our credit agreement with JPM and certain other lenders restrict our ability to pay dividends, and we may enter into additional agreements in the future that could also contain restrictions on payments of cash dividends. Recent Sales of Unregistered Equity Securities There were no sales of unregistered equity securities during the year ended December 31, 2025.
The graph below shows the cumulative total stockholder return on our Class A common stock between November 4, 2021 (the date that our Class A common stock commenced trading on the Nasdaq Global Market) through December 31, 2024 in comparison to the Nasdaq Composite Index and the S&P 500 Index.
The graph below shows the cumulative total stockholder return on our Class A common stock between November 4, 2021 (the date that our Class A common stock commenced trading on the Nasdaq Global Market) through December 31, 2025 in comparison to the Nasdaq Composite Index and the S&P 500 Index.
(2) Average price paid per share includes costs associated with the repurchases. 42 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Securities Exchange Act.
(2) Average price paid per share includes costs associated with the repurchases. 38 Stock Performance Graph This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Securities Exchange Act.
The timing and terms of any repurchases under the Repurchase Program are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. Additionally, we may, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases.
The amount and timing of any repurchases are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. Additionally, we may, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases.
Data for the Nasdaq Composite Index and S&P 500 Index assume reinvestment of dividends. The comparisons shown in the graph are not intended to forecast or be indicative of the future performance of our common stock.
Data for the Nasdaq Composite Index and S&P 500 Index assume reinvestment of dividends. The comparisons shown in the graph are not intended to forecast or be indicative of the future performance of our common stock. Item 6. [Reserved]. 39
As of February 14, 2025, there were nine stockholders of record of our Class B common stock, all of which are trusts affiliated with Tim Chen, our Chief Executive Officer and the Chairman of the Board of Directors. Dividend Policy We have never declared or paid cash dividends on our capital stock.
As of February 23, 2026, there were eight stockholders of record of our Class B common stock, all of which are trusts affiliated with Tim Chen, our Chief Executive Officer and the Chairman of the Board of Directors. Dividend Policy We have never declared or paid cash dividends on our capital stock.
Our Class B common stock is neither listed nor publicly traded. Holders of Our Common Stock As of February 14, 2025, there were 99 stockholders of record of our Class A common stock.
Our Class B common stock is neither listed nor publicly traded. Holders of Our Common Stock As of February 23, 2026, there were 99 stockholders of record of our Class A common stock.
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.
Under the Repurchase Program, shares of Class A common stock may be repurchased from time to time in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions.
Added
The Repurchase Program does not have fixed expiration dates, does not obligate us to acquire any specific dollar amount or number of shares, and may be amended, suspended or discontinued at any time.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe 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 directly comparable GAAP financial measures, as follows: (in millions) Year Ended December 31, 2024 2023 2022 Income (loss) from operations $ 9.4 $ 3.6 $ (19.0) Depreciation and amortization 48.4 48.2 37.0 Acquisition-related retention 4.2 5.3 2.8 Deferred compensation related to earnouts — — 1.7 Impairment of right-of-use asset — 1.4 — Loss on disposal of assets — 0.2 — Change in fair value of contingent consideration related to earnouts — — 6.7 Acquisition-related expenses 0.6 0.1 3.5 Restructuring 9.0 — — Capitalized internally developed software costs (24.0) (32.4) (33.7) Non-GAAP operating income (loss) $ 47.6 $ 26.4 $ (1.0) Operating income (loss) margin 1 % 1 % (4 %) Non-GAAP operating income (loss) margin 1 7 % 4 % (0 %) Net income (loss) $ 30.4 $ (11.8) $ (10.2) Depreciation and amortization 48.4 48.2 37.0 Stock-based compensation 36.3 38.8 34.4 Acquisition-related retention 4.2 5.3 2.8 Deferred compensation related to earnouts — — 1.7 Impairment of right-of-use asset — 1.4 — Loss on disposal of assets — 0.2 — Change in fair value of contingent consideration related to earnouts — — 6.7 Acquisition-related expenses 0.6 0.1 3.5 Restructuring 9.0 — — Interest (income) expense, net (4.1) (2.8) 1.0 Other losses, net 8.5 0.1 — Income tax provision (benefit) (25.4) 18.1 (9.8) Adjusted EBITDA $ 107.9 $ 97.6 $ 67.1 Stock-based compensation (36.3) (38.8) (34.4) Capitalized internally developed software costs (24.0) (32.4) (33.7) Non-GAAP operating income (loss) $ 47.6 $ 26.4 $ (1.0) Net income (loss) margin 4 % (2 %) (2 %) Adjusted EBITDA margin 2 16 % 16 % 12 % ______________ (1) Represents non-GAAP operating income (loss) as a percentage of revenue.
Biggest changeWe 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 directly comparable GAAP financial measures, as follows: (in millions) Year Ended December 31, 2025 2024 2023 Income from Operations $ 65.2 $ 9.4 $ 3.6 Depreciation and amortization 46.4 48.4 48.2 Acquisition-related retention 1.6 4.2 5.3 Acquisition-related expenses 2.3 0.6 0.1 Impairment of right-of-use asset — — 1.4 Loss on disposal of assets 0.4 — 0.2 Restructuring 0.5 9.0 — Capitalized internally developed software costs (20.4) (24.0) (32.4) Non-GAAP Operating Income $ 96.0 $ 47.6 $ 26.4 Operating income margin 8 % 1 % 1 % Non-GAAP operating income margin 1 11 % 7 % 4 % Net Income (Loss) $ 48.7 $ 30.4 $ (11.8) Depreciation and amortization 46.4 48.4 48.2 Stock-based compensation 28.6 36.3 38.8 Acquisition-related retention 1.6 4.2 5.3 Acquisition-related expenses 2.3 0.6 0.1 Impairment of right-of-use asset — — 1.4 Loss on disposal of assets 0.4 — 0.2 Restructuring 0.5 9.0 — Interest income, net (2.6) (4.1) (2.8) Other gains (losses), net (0.4) 8.5 0.1 Income tax provision (benefit) 19.5 (25.4) 18.1 Adjusted EBITDA $ 145.0 $ 107.9 $ 97.6 Stock-based compensation (28.6) (36.3) (38.8) Capitalized internally developed software costs (20.4) (24.0) (32.4) Non-GAAP Operating Income $ 96.0 $ 47.6 $ 26.4 Net income (loss) margin 6 % 4 % (2 %) Adjusted EBITDA margin 2 17 % 16 % 16 % ______________ (1) Represents non-GAAP operating income (loss) as a percentage of revenue.
More broadly, we also have purchase obligations under contractual arrangements with vendors and service providers, including for certain web-hosting and cloud computing services, which do not qualify for recognition on our consolidated balance sheet but which we consider non-cancellable.
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 consolidated balance sheet but which we consider non-cancellable.
We had no outstanding balance on our credit facility as of December 31, 2024 or 2023. Our credit facility contains certain financial and non-financial covenants. We were in compliance with all covenants as of December 31, 2024 and 2023. See Note 7–Debt in the notes to the consolidated financial statements for further discussion.
We had no outstanding balance on our credit facility as of December 31, 2025 or 2024. Our credit facility contains certain financial and non-financial covenants. We were in compliance with all covenants as of December 31, 2025 and 2024. See Note 7–Debt in the notes to the consolidated financial statements for further discussion.
As a result of the goodwill impairment assessments in 2024, 2023 and 2022, we determined that it was not more likely than not that the fair value of its single reporting unit was less than its carrying amount. As such, goodwill was not impaired during 2024, 2023 or 2022.
As a result of the goodwill impairment assessments in 2025, 2024 and 2023, we determined that it was not more likely than not that the fair value of its single reporting unit was less than its carrying amount. As such, goodwill was not impaired during 2025, 2024 or 2023.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2024 refer to the year ended December 31, 2024, references to 2023 refer to the year ended December 31, 2023, and references to 2022 refer to the year ended December 31, 2022.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2025 refer to the year ended December 31, 2025, references to 2024 refer to the year ended December 31, 2024, and references to 2023 refer to the year ended December 31, 2023.
For a discussion of our cash flows for 2023 and 2022, see “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, 2023.
For a discussion of our cash flows for 2024 and 2023, see “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.
Cost of revenue Cost of revenue consists primarily of amortization expense associated with capitalized software development costs and developed technology intangible assets related to our acquisitions, credit scoring fees, account linking fees , and third-party data center costs.
Cost of revenue Cost of revenue consists primarily of amortization expense associated with capitalized software development costs and developed technology intangible assets related to our acquisitions, credit scoring fees, account linking fees , and third-party service and data costs.
Known Contractual and Other Obligations A description of contractual commitments as of December 31, 2024 is included in Note 8–Commitments and Contingencies in the notes to the consolidated financial statements.
Known Contractual and Other Obligations A description of contractual commitments as of December 31, 2025 is included in Note 8–Commitments and Contingencies in the notes to the consolidated financial statements.
Share Repurchase Program: We announced on May 2, 2023 that our Board of Directors authorized a plan under which we may repurchase up to $20 million of our Class A common stock and, following our utilization of that share repurchase authorization, we announced on October 26, 2023, September 9, 2024 and October 29, 2024 that our Board of Directors approved additional share repurchase authorizations under which we may repurchase up to an additional $30 million, $50 million and $25 million, respectively, of our Class A common stock (collectively, the Repurchase Program).
Share Repurchase Program: We announced on May 2, 2023 that our Board of Directors authorized a plan under which we may repurchase up to $20 million of our Class A common stock and, following our utilization of that share repurchase authorization, we announced on October 26, 2023, September 9, 2024, October 29, 2024, September 13, 2025, and December 16, 2025 that our Board of Directors approved additional share repurchase authorizations under which we may repurchase up to an additional $30 million, $50 million, $25 million, $50 million, and $50 million, respectively, of our Class A common stock (collectively, the Repurchase Program).
A discussion and analysis of our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.
A discussion and analysis of our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below.
However, this percentage may fluctuate from period to period depending on the timing and extent of our sales and marketing expenses. 48 Table of Contents General and administrative General and administrative expenses consist primarily of personnel related costs, including stock-based compensation, for certain of our executives as well as our legal, finance, human resources, and other administrative employees; and professional services fees.
However, this percentage may fluctuate from period to period depending on the timing and extent of our sales and marketing expenses. 42 General and administrative General and administrative expenses consist primarily of personnel-related costs, including stock-based compensation, for certain of our executives as well as our legal, finance, human resources, and other administrative employees; and professional services fees.
We expect our general and administrative expenses to increase in absolute dollars for the foreseeable future primarily to support the growth of our business. Additional expenses may include increased headcount, enhanced systems, processes, and controls as well as increased expenses in the areas of insurance, compliance, investor relations, and professional services.
We expect our general and administrative expenses to increase in absolute dollars for the foreseeable future primarily to support the growth of our business. Additional expenses may include increased personnel-related costs, enhanced systems, processes, and controls as well as increased expenses in the areas of insurance, compliance, investor relations, and professional services.
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. 49 Table of Contents Comparison of Results of Operations The following tables set forth our results of operations for the periods presented.
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. 43 Comparison of Results of Operations The following tables set forth our results of operations for the periods presented.
Acquisitions We have made acquisitions to expand into new verticals; to enter new markets and geographies; and to grow our platform so that our users have better outcomes. Our recent acquisitions include: • Next Door Lending.
Acquisitions We have made acquisitions and established subsidiaries to expand into new verticals; to enter new markets; and to grow our platform so that our users have better outcomes. Recent acquisitions include: • Next Door Lending.
As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. 58 Table of Contents
As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future, primarily to support the growth of our existing business and expansion into new verticals. Over time, we expect sales and marketing expenses to decrease as a percentage of revenue as our business grows and recognizes economies of scale.
We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future, primarily to support the growth of our existing business and expansion into new verticals. Over time, we expect our sales and marketing expenses to increase as a percentage of revenue as our business grows and expands.
For a discussion of our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
For a discussion of our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. Overview NerdWallet, Inc.
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 December 31, 2024 and 2023, we had cash and cash equivalents of $66.3 million and $100.4 million, respectively.
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, share repurchases and business combinations. As of December 31, 2025 and 2024, we had cash and cash equivalents of $98.3 million and $66.3 million, respectively.
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.
Borrowings under the warehouse line of credit bear interest at the greater of the interest rate of the underlying mortgage loans held for sale, subject to a 5.25% minimum rate, and are secured by the underlying promissory notes of the mortgage loans held for sale, as well as NDL’s other assets.
However, this percentage may fluctuate from year to year depending on the timing and extent of our investments in experiences requiring third-party data, credit scoring and account linking fees. Research and development Research and development activities primarily relate to engineering, product management, data enhancement, and improved functionality related to our platform.
However, this percentage may fluctuate from year to year depending on the timing and extent of our investments in experiences requiring third-party service and data costs. Research and development Research and development activities primarily relate to engineering, product management, data enhancement, and improved functionality related to our platform.
We expect our cost of revenue to vary as a percentage of revenue in the near term, and it may eventually decrease over time as a percentage of revenue as our business grows and recognizes economies of scale.
We expect our cost of revenue to vary as a percentage of revenue in the next few years, and it may eventually decrease over time as a percentage of revenue as our business grows and recognizes economies of scale.
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). 47 Table of Contents 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.
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, and acquisition-related transaction expenses; • 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).
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.
Adjusted EBITDA: We define adjusted EBITDA as net income (loss) from continuing operations adjusted to exclude depreciation and amortization, interest income (expense), net, other gains (losses), net, and provision (benefit) for income taxes, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) stock-based compensation, (4) acquisition-related costs, and (5) restructuring charges.
General and administrative expense General and administrative expenses increased $1.8 million, or 3%, for 2024 compared to 2023, primarily attributable to a $1.2 million restructuring charge as well as higher personnel-related costs mainly due to stock-based compensation. 52 Table of Contents Other income (expense), net (in millions) Year Ended December 31, 2024 2023 $ Change % Change Interest income $ 4.8 $ 3.6 $ 1.2 33 % Interest expense (0.7) (0.8) 0.1 (8 %) Other losses, net (8.5) (0.1) (8.4) NM Total other income (expense), net $ (4.4) $ 2.7 $ (7.1) NM The change in other income (expense), net for 2024 compared to 2023 was primarily attributable to an $8.1 million impairment on an equity investment, partially offset by higher interest income reflecting higher interest rates and average cash balances.
General and administrative expense General and administrative expenses decreased $5.3 million, or 9%, for 2025 compared to 2024, primarily attributable to a $5.5 million decrease in personnel-related costs mainly due to stock-based compensation, as well as a $1.2 million restructuring charge in 2024. 46 Other income (expense), net (in millions) Year Ended December 31, 2025 2024 $ Change % Change Interest income $ 3.2 $ 4.8 $ (1.6) (33 %) Interest expense (0.6) (0.7) 0.1 (9 %) Other (gains) losses, net 0.4 (8.5) 8.9 NM Total other income (expense), net $ 3.0 $ (4.4) $ 7.4 NM The change in other income (expense), net for 2025 compared to 2024 was primarily attributable to an $8.1 million impairment on an equity investment in 2024, partially offset by lower interest income reflecting lower interest rates and average cash balances.
Sources and Uses of Capital Resources The following table summarizes our cash flows: (in millions) Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 71.8 $ 72.1 $ 25.0 Net cash used in investing activities (29.7) (29.5) (100.3) Net cash used in financing activities (76.5) (26.2) (8.4) Effect of exchange rate changes on cash and cash equivalents 0.3 0.1 (0.2) Net increase (decrease) in cash and cash equivalents $ (34.1) $ 16.5 $ (83.9) A discussion and analysis of our changes in cash flows for 2024 compared to 2023 is presented below.
Sources and Uses of Capital Resources The following table summarizes our cash flows: (in millions) Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 131.6 $ 71.8 $ 72.1 Net cash used in investing activities (33.3) (29.7) (29.5) Net cash used in financing activities (66.1) (76.5) (26.2) Effect of exchange rate changes on cash and cash equivalents (0.2) 0.3 0.1 Net increase (decrease) in cash and cash equivalents $ 32.0 $ (34.1) $ 16.5 50 A discussion and analysis of our changes in cash flows for 2025 compared to 2024 is presented below.
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 December 31, 2024) and long-term (i.e., beyond the next twelve months), have historically been cash generated from operations and, more recently, borrowings under our credit facilities.
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 December 31, 2025) and long-term (i.e., beyond the next twelve months), have historically been cash generated from operations.
Income tax provision (benefit) We had an income tax benefit of $25.4 million for 2024, as compared to an income tax provision of $18.1 million in 2023. Our effective tax rate was (505.5%) and 286.7% for 2024 and 2023, respectively, as compared to the U.S. federal statutory income tax rate of 21%.
Income tax provision (benefit) We had an income tax provision of $19.5 million for 2025, as compared to an income tax benefit of $25.4 million in 2024. Our effective tax rate was 28.6% and (505.5%) for 2025 and 2024, respectively, as compared to the U.S. federal statutory income tax rate of 21%.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Our 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 financial measures calculated in accordance with GAAP.
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. 41 See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Our 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 financial measures calculated in accordance with GAAP.
Sales and marketing expense consists of: brand marketing, primarily advertising costs to increase brand awareness; performance marketing, primarily costs to drive traffic directly to our platform; and organic and other, primarily personnel-related costs for content and other marketing and sales teams.
Sales and marketing expenses consist of: performance marketing, primarily costs to drive traffic directly to our platform; brand marketing, primarily advertising costs to increase brand awareness; and organic and other marketing, primarily personnel-related costs, including stock-based compensation, for content and other marketing and sales teams.
Other gains (losses), net is otherwise primarily related to realized and unrealized gains and losses on foreign currency transactions and balances. Income tax provision (benefit) Our income tax provision (benefit) consists of federal and state income taxes.
Other gains (losses), net for 2024 includes an $8.1 million impairment on an equity investment. Other gains (losses), net is otherwise primarily related to realized and unrealized gains and losses on foreign currency transactions and balances. Income tax provision (benefit) Our income tax provision (benefit) consists of federal and state income taxes.
Results of Operations (in millions) Year Ended December 31, 2024 2023 2022 Revenue $ 687.6 $ 599.4 $ 538.9 Costs and expenses: Cost of revenue 63.5 54.0 39.8 Research and development (1) 82.5 80.5 77.6 Sales and marketing (1) 470.6 401.5 375.6 General and administrative (1) 61.6 59.8 58.2 Change in fair value of contingent consideration related to earnouts — — 6.7 Total costs and expenses 678.2 595.8 557.9 Income (loss) from operations 9.4 3.6 (19.0) Other income (expense), net: Interest income 4.8 3.6 1.5 Interest expense (0.7) (0.8) (2.5) Other losses, net (8.5) (0.1) — Total other income (expense), net (4.4) 2.7 (1.0) Income (loss) before income taxes 5.0 6.3 (20.0) Income tax provision (benefit) (25.4) 18.1 (9.8) Net income (loss) $ 30.4 $ (11.8) $ (10.2) ______________ (1) Includes stock-based compensation as follows: (in millions) Year Ended December 31, 2024 2023 2022 Research and development $ 10.1 $ 11.2 $ 12.0 Sales and marketing 10.0 13.8 12.4 General and administrative 16.2 13.8 10.0 Total $ 36.3 $ 38.8 $ 34.4 50 Table of Contents The following table sets forth the components of our consolidated statements of operations as a percentage of revenue: Year Ended December 31, 2024 2023 2022 Revenue 100 % 100 % 100 % Costs and expenses: Cost of revenue 9 9 7 Research and development 12 13 15 Sales and marketing 69 67 70 General and administrative 9 10 11 Change in fair value of contingent consideration related to earnouts — — 1 Total costs and expenses 99 99 104 Income (loss) from operations 1 1 (4) Other income (expense), net: Interest income — — — Interest expense — — — Other losses, net — — — Total other income (expense), net — — — Income (loss) before income taxes 1 1 (4) Income tax provision (benefit) (3) 3 (2) Net income (loss) 4 % (2 %) (2 %) Our income from operations increased $5.8 million or 161% for 2024 compared to 2023.
Results of Operations (in millions) Year Ended December 31, 2025 2024 2023 Revenue $ 836.6 $ 687.6 $ 599.4 Costs and Expenses: Cost of revenue 63.7 63.5 54.0 Research and development (1) 66.7 82.5 80.5 Sales and marketing (1) 584.7 470.6 401.5 General and administrative (1) 56.3 61.6 59.8 Total costs and expenses 771.4 678.2 595.8 Income from Operations 65.2 9.4 3.6 Other income (expense), net: Interest income 3.2 4.8 3.6 Interest expense (0.6) (0.7) (0.8) Other gains (losses), net 0.4 (8.5) (0.1) Total other income (expense), net 3.0 (4.4) 2.7 Income before income taxes 68.2 5.0 6.3 Income tax provision (benefit) 19.5 (25.4) 18.1 Net Income (Loss) $ 48.7 $ 30.4 $ (11.8) ______________ (1) Includes stock-based compensation as follows: (in millions) Year Ended December 31, 2025 2024 2023 Research and development $ 8.5 $ 10.1 $ 11.2 Sales and marketing 8.6 10.0 13.8 General and administrative 11.5 16.2 13.8 Total $ 28.6 $ 36.3 $ 38.8 44 The following table sets forth the components of our consolidated statements of operations as a percentage of revenue: Year Ended December 31, 2025 2024 2023 Revenue 100 % 100 % 100 % Costs and Expenses: Cost of revenue 7 9 9 Research and development 8 12 13 Sales and marketing 70 69 67 General and administrative 7 9 10 Total costs and expenses 92 99 99 Income from Operations 8 1 1 Other income (expense), net: Interest income — — — Interest expense — — — Other gains (losses), net — — — Total other income (expense), net — — — Income before income taxes 8 1 1 Income tax provision (benefit) 2 (3) 3 Net Income (Loss) 6 % 4 % (2 %) Our income from operations increased $55.8 million, or 590%, for 2025 compared to 2024.
The increase was primarily attributable to a $5.8 million restructuring charge as well as a $1.8 million increase in software and technology costs related to our platform, partially offset by a $4.0 million decrease in personnel-related costs for our engineering, data, and product management personnel and contractors.
The decrease was primarily attributable to a $10.1 million decrease in personnel-related costs for our engineering, data, and product management personnel and contractors, as well as a $5.8 million restructuring charge in 2024.
During 2024, we repurchased 6.5 million shares of Class A common stock for $80.4 million, including costs associated with the repurchases. 55 Table of Contents We believe our current cash and cash equivalents and future cash flow from operations, as well as access to our credit facility with JPMorgan Chase Bank and a syndicate of other lenders, subject to customary borrowing conditions, will be sufficient to meet our ongoing working capital, capital expenditure and other liquidity requirements for the next twelve months and beyond.
We believe our current cash and cash equivalents and future cash flow from operations, as well as access to our credit facility with JPMorgan Chase Bank and a syndicate of other lenders, subject to customary borrowing conditions, will be sufficient to meet our ongoing working capital, capital expenditure and other liquidity requirements for the next twelve months and beyond.
Interest income consists primarily of interest earned on our cash and cash equivalents. Interest expense consists of interest costs related to our revolving credit facility, including amortization of debt issuance costs. Other gains (losses), net for 2024 includes an $8.1 million impairment on an equity investment.
Other income (expense), net Other income (expense), net is comprised of interest income, interest expense, and other gains (losses), net. Interest income consists primarily of interest earned on our cash and cash equivalents. Interest expense consists of interest costs related to our revolving credit facility, including amortization of debt issuance costs.
During the three months ended December 31, 2024, we concluded that it was more likely than not that our net U.S.Federal and majority state deferred tax assets would be realized, with a significant improvement in our profitability, coupled with anticipated future earnings, deemed to provide positive evidence to support sufficient taxable income in future periods, and accordingly we recorded a valuation allowance release of $27.2 million.
Federal and majority state deferred tax assets would be realized, with a significant improvement in our profitability, coupled with anticipated future earnings, deemed to provide positive evidence to support sufficient taxable income in future periods, and accordingly we recorded a valuation allowance release of $27.2 million.
(2) Represents adjusted EBITDA as a percentage of revenue. 54 Table of Contents Our non-GAAP operating income increased $21.2 million, or 80%, for 2024 compared to 2023.
(2) Represents adjusted EBITDA as a percentage of revenue. Our non-GAAP operating income increased $48.4 million, or 102%, for 2025 compared to 2024.
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.
Under the Repurchase Program, shares of Class A common stock may be repurchased from time to time in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions.
Costs and Expenses (in millions) Year Ended December 31, 2024 2023 $ Change % Change Cost of revenue $ 63.5 $ 54.0 $ 9.5 17 % Research and development 82.5 80.5 2.0 3 % Sales and marketing 470.6 401.5 69.1 17 % General and administrative 61.6 59.8 1.8 3 % Total costs and expenses $ 678.2 $ 595.8 $ 82.4 14 % Cost of revenue Cost of revenue increased $9.5 million, or 17%, for 2024 compared to 2023.
Costs and Expenses (in millions) Year Ended December 31, 2025 2024 $ Change % Change Cost of revenue $ 63.7 $ 63.5 $ 0.2 0 % Research and development 66.7 82.5 (15.8) (19 %) Sales and marketing 584.7 470.6 114.1 24 % General and administrative 56.3 61.6 (5.3) (9 %) Total costs and expenses $ 771.4 $ 678.2 $ 93.2 14 % Cost of revenue Cost of revenue increased $0.2 million for 2025 compared to 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.
Warehouse Line of Credit: NDL, a wholly-owned subsidiary, maintains a $15.0 million warehouse line of credit, which may be increased to $18.75 million for up to 90 days subject to certain requirements, to provide NDL short-term funding for mortgage loans originated for sale.
The increase was primarily attributable to increases of $6.5 million primarily related to third-party service charges and $3.9 million in amortization expense related to capitalized software development costs, partially offset by a $1.6 million decrease in amortization expense related to intangible assets. Research and development expense Research and development expenses increased $2.0 million, or 3%, for 2024 compared to 2023.
The increase was primarily attributable to a $2.1 million increase related to third-party service and data charges, substantially offset by a $1.6 million decrease in amortization expense related to capitalized software development costs. Research and development expense Research and development expenses decreased $15.8 million, or 19%, for 2025 compared to 2024.
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.
Non-GAAP operating income (loss): We define non-GAAP operating income (loss) as income (loss) from operations adjusted to exclude depreciation and amortization, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) acquisition-related costs, and (4) restructuring charges. We also reduce income from operations, or increase loss from operations, for capitalized internally developed software costs.
For these revenue arrangements, in which a partner pays only when a consumer satisfies the criteria set forth within the arrangement, revenue is recognized generally when we match the consumer with the financial services partner. For some of our arrangements, the transaction price is considered variable and an estimate of the constrained transaction price is recorded when the match occurs.
For these revenue arrangements, in which a partner pays only when a consumer or SMB satisfies the criteria set forth within the arrangement, revenue is recognized generally when we match the consumer or SMB with the financial services partner.
Sales and marketing expense Components of sales and marketing expense, including as a percentage of total sales and marketing expense, are as follows: (in millions) 2024 2023 2022 Year Ended December 31, $ % $ % $ % Performance marketing $ 297.4 63 % $ 206.5 51 % $ 168.4 45 % Brand marketing 68.6 15 % 84.4 21 % 106.3 28 % Organic and other marketing 104.6 22 % 110.6 28 % 100.9 27 % Total sales and marketing $ 470.6 100 % $ 401.5 100 % $ 375.6 100 % We are able to adjust our marketing spend to reflect changes in external factors and consumer behavior.
Sales and marketing expense Components of sales and marketing expense, including as a percentage of total sales and marketing expense, are as follows: (in millions) 2025 2024 Year Ended December 31, $ % $ % Performance marketing $ 416.9 71 % $ 297.4 63 % Brand marketing 65.1 11 % 68.6 15 % Organic and other marketing 102.7 18 % 104.6 22 % Total sales and marketing $ 584.7 100 % $ 470.6 100 % We are able to adjust our marketing spend to reflect changes in external factors and consumer and SMB behavior.
Deferred Tax Asset Valuation Allowances As part of fulfilling the requirement to reduce the measurement of deferred tax assets that are not expected to be realized, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed.
Unforeseen events, changes in circumstances and market conditions and material differences in estimates of future cash flows could adversely affect the fair value of our assets and could result in future impairment charges. 51 Deferred Tax Asset Valuation Allowances As part of fulfilling the requirement to reduce the measurement of deferred tax assets that are not expected to be realized, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed.
We evaluate the success of our brand marketing by measuring aided brand awareness, which has grown consistently on an annual basis since 2019. We are able to adjust our marketing spend to reflect changes in external factors and consumer behavior. Performance marketing spend can be adjusted more quickly than brand marketing, which typically involves pre-committing to spend in future periods.
We are able to adjust our marketing spend to reflect changes in external factors and consumer and SMB behavior. Performance marketing spend can be adjusted more quickly than brand marketing, which typically involves pre-committing to spend in future periods.
Our revenue generally includes five product categories: Insurance, Credit cards, SMB products, Loans and Emerging verticals. Insurance revenue includes revenue from consumer insurance products, including auto, life and pet insurance. Credit cards revenue includes revenue from consumer credit cards. SMB products revenue includes revenue from loans, credit cards and other financial products and services intended for small and mid-sized businesses.
Credit cards revenue includes revenue from consumer credit cards. SMB products revenue includes revenue from loans, credit cards and other financial products and services intended for small and mid-sized businesses. Loans revenue includes revenue from personal loans, mortgages, student loans and auto loans. Emerging verticals revenue includes revenue from other product sources, including banking, investing and international.
Comparison of the Years Ended December 31, 2024 and 2023 Revenue (in millions) Year Ended December 31, 2024 2023 $ Change % Change Insurance $ 191.6 $ 45.0 $ 146.6 326 % Credit cards 176.4 209.7 (33.3) (16 %) SMB products 109.8 101.2 8.6 9 % Loans 84.5 101.6 (17.1) (17 %) Emerging verticals 125.3 141.9 (16.6) (12 %) Total revenue $ 687.6 $ 599.4 $ 88.2 15 % Revenue increased $88.2 million, or 15%, for 2024 compared to 2023, driven by strong growth in Insurance products revenue as well as SMB products revenues, partially offset by lower Credit cards, Loans and Emerging verticals revenues.
Comparison of the Years Ended December 31, 2025 and 2024 Revenue (in millions) Year Ended December 31, 2025 2024 $ Change % Change Insurance $ 280.8 $ 191.6 $ 89.2 47 % Credit cards 133.4 176.4 (43.0) (24 %) SMB products 100.0 109.8 (9.8) (9 %) Loans 133.4 84.5 48.9 58 % Emerging verticals 189.0 125.3 63.7 51 % Total revenue $ 836.6 $ 687.6 $ 149.0 22 % Revenue increased $149.0 million, or 22%, for 2025 compared to 2024, driven by strong growth in Insurance, Emerging verticals and Loans revenues, partially offset by lower Credit cards and SMB products.
The increase was primarily attributable to net income of $30.4 million for 2024, as compared to a net loss of $11.8 million for 2023, partially offset by a decrease in adjustments to reconcile adjusted EBITDA to net income (loss), including $43.5 million for income taxes and $2.5 million for stock-based compensation, partially offset by a $9.0 million restructuring charge and an $8.4 million increase in other losses, net.
The increase was attributable to increases of $18.3 million in net income and $18.8 million in adjustments to reconcile adjusted EBITDA to net income, primarily including $44.9 million for income taxes partially offset by a $9.0 million restructuring charge and an $8.1 million impairment on an equity investment, both in 2024, as well as a $7.7 million decrease for stock-based compensation.
The warehouse line of credit matures on February 1, 2026. NDL had $2.5 million outstanding under the warehouse line of credit as of December 31, 2024, which is included in accrued expenses and other current liabilities on our consolidated balance sheet. The warehouse line of credit requires NDL to comply with certain minimum tangible net worth, liquidity, and insurance requirements.
The warehouse line of credit matures on February 1, 2027. NDL had $6.9 million and $2.5 million outstanding under the warehouse line of credit with a weighted-average interest rate of 6.27% and 6.77% as of December 31, 2025 and 2024, respectively, which is included in accrued expenses and other current liabilities on our consolidated balance sheet.
The decrease in non-cash charges was primarily due to a $45.6 million decrease in deferred taxes, partially offset by a $5.7 million increase in other losses, net.
The increase in non-cash charges was primarily due to a $62.1 million increase in deferred taxes, partially offset by decreases of $9.1 million for stock-based compensation and $6.8 million in other losses, net.
The increase was driven by increases of $5.8 million in income from operations, and $15.4 million in adjustments to reconcile income from operations to non-GAAP operating income, including a $9.0 million restructuring charge and an $8.4 million decrease in capitalized internally developed software costs.. Adjusted EBITDA increased $10.3 million, or 10%, for 2024 compared to 2023.
The increase was driven by a $55.8 million increase in income from operations, partially offset by a $7.4 million decrease in adjustments to reconcile income from operations to non-GAAP operating income, including a $9.0 million restructuring charge in 2024. 48 Adjusted EBITDA increased $37.1 million, or 35%, for 2025 compared to 2024.
In October 2024, we acquired NDL, a mortgage broker that offers a selection of loan products for home purchase and refinance, including cash-out refinance and debt consolidation, across a range of maturities and interest rates. Through NDL, we offer consumers access to government-sponsored entity-conforming loans, FHA insured loans, VA guaranteed loans and jumbo loans. • On the Barrelhead.
In October 2024, we acquired Next Door Lending LLC (NDL), a mortgage broker that offers a selection of loan products for home purchase and refinance, including cash-out refinance and debt consolidation, across a range of maturities and interest rates.
The increase was attributable to a $90.9 million increase in performance marketing expenses, partially offset by decreases of $15.8 million in brand marketing expenses and $6.0 million in organic and other marketing expenses primarily due to lower personnel-related costs partially offset by a $2.0 million restructuring charge.
Sales and marketing expenses increased $114.1 million, or 24%, for 2025 compared to 2024. The increase was attributable to a $119.5 million increase in performance marketing expenses, partially offset by decreases of $3.5 million in brand marketing expenses and $1.9 million in organic and other marketing expenses primarily due to a $2.0 million restructuring charge in 2024.
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.
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 expect our cost of revenue to increase in absolute dollars for the foreseeable future to the extent that our business continues to grow.
We expect our cost of revenue to decrease in absolute dollars in the next few years, as amortization of capitalized software development costs decline following years of decreasing levels of capitalized software development costs, and to then increase in absolute dollars for the foreseeable future to the extent that our business continues to grow.
We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.
Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies.
Our effective tax rate for 2023 differs 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.
Our effective tax rate for 2025 is higher than the U.S. federal statutory income tax rate of 21% primarily due to permanent impacts related to stock-based compensation and state taxes, partially offset by research and development credits.
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 under the Repurchase Program 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.
The amount and timing of any repurchases are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. Additionally, we may, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases. Shares repurchased under the Repurchase Program are retired.
We continue to maintain a valuation allowance on our California deferred tax assets, which consist primarily of tax credits, as of December 31, 2024.
We continue to maintain a valuation allowance on our California deferred tax assets, which consist primarily of tax credits, as of December 31, 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.
Insurance revenue increased $146.6 million, or 326%, for 2024 compared to 2023, primarily driven by a strong increase in auto insurance products revenue as carriers expanded budgets.
Insurance revenue increased $89.2 million, or 47%, for 2025 compared to 2024, primarily driven by a strong increase in auto insurance products revenue as carriers expanded budgets. Credit cards revenue decreased $43.0 million, or 24%, for 2025 compared to 2024, primarily due to continued pressures in organic search traffic.
The change reflects a $5.8 million increase in income from operations, and $4.4 million of other expense, net in 2024 as compared to other income, net of $2.7 million in 2023, which were more than offset by a $25.4 million income tax benefit in 2024 as compared to an income tax provision of $18.1 million in 2023.
Our net income increased $18.3 million, or 60%, for 2025 compared to 2024, primarily driven by the $55.8 million increase in income from operations, as well as $3.0 million of other income, net in 2025 as compared to other expense, net of $4.4 million in 2024, partially offset by a $19.5 million income tax provision in 2025 as compared to an income tax benefit of $25.4 million in 2024.
Operating activities Net cash provided by operating activities decreased $0.3 million in 2024 compared to 2023 as the impact of net income of $30.4 million in 2024 as compared to a net loss of $11.8 million in 2023 was more than offset by a $41.4 million decrease in non-cash charges and a $1.1 million increase in net cash outflow from changes in operating assets and liabilities.
Operating activities Net cash provided by operating activities increased $59.8 million in 2025 compared to 2024, as increases of $18.3 million in net income and $44.2 million in non-cash charges were partially offset by a $2.7 million increase in net cash outflow from changes in operating assets and liabilities.
Financing activities Net cash used in financing activities increased $50.3 million in 2024, primarily due to a $60.1 million increase in repurchases of Class A common stock, a $3.9 million decrease from exercises of stock options and a $2.0 million net payment on our warehouse line of credit, partially offset by a $16.9 million payment in 2023 for contingent consideration recorded at the acquisition date.
Financing activities Net cash used in financing activities decreased $10.4 million in 2025, primarily due to decreases of $9.9 million in repurchases of Class A common stock and $6.4 million related to our warehouse line of credit, partially offset by a $5.2 million decrease from exercises of stock options.
As of December 31, 2024, amounts to be spent under non-cancellable purchase obligations were $18.4 million over the next twelve months, and approximately $9 million in 2026. 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.
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 increase was driven by an $88.2 million increase in revenues, partially offset by an $82.4 million increase in costs and operating expenses, primarily due to increases of $69.1 million in sales and marketing expenses and $9.5 million in cost of revenue.
The increase was driven by a $149.0 million increase in revenues, partially offset by a $93.2 million increase in costs and operating expenses, primarily due to a $114.1 million increase in sales and marketing expenses partially offset by a $15.8 million decrease in research and development expenses.
However, this percentage may fluctuate from period to period depending on the timing and extent of our research and development expenses. Sales and marketing Sales and marketing expenses include advertising and promotion costs, costs related to brand campaign fees, marketing, business operations team, and editorial personnel and related costs, including stock-based compensation.
However, this percentage may fluctuate from period to period depending on the timing and extent of our research and development expenses. Sales and marketing Our marketing strategy leverages multiple channels across brand marketing, performance marketing and organic marketing.
The increase in net cash outflow from changes in operating assets and liabilities was primarily due to increases of $37.7 million for accounts receivable and $5.1 million for other liabilities, partially offset by decreases of $14.9 million for accrued expenses and other current liabilities, $8.4 million for accounts payable, $2.6 million for prepaid expenses and other current assets, and $2.1 million for mortgage loans held for sale, as well as a $14.0 million payment for contingent consideration in 2023. 56 Table of Contents Investing activities Net cash used in investing activities increased $0.2 million in 2024 compared to 2023, primarily due to an $8.1 million purchase of an investment and $0.3 million of cash paid, net of cash acquired, for our acquisition of NDL in 2024, substantially offset by an $8.1 million decrease in capitalized software development costs.
The increase in net cash outflow from changes in operating assets and liabilities was primarily due to increases of $10.2 million for accounts payable, $6.6 million for mortgage loans held for sale, and $2.7 million for accrued expenses and other current liabilities, partially offset by a $17.6 million decrease for accounts receivable.
NDL was in compliance with all covenants as of December 31, 2024. See Note 7–Debt in the notes to the consolidated financial statements for further discussion. Our future capital requirements may vary materially from those planned and will depend on certain factors, such as our growth and our operating results.
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 December 31, 2025 and 2024, respectively. See Note 7–Debt in the notes to the consolidated financial statements for further discussion.
SMB products revenue increased $8.6 million, or 9%, for 2024 compared to 2023, primarily driven by revenue growth in products such as business credit cards, loan renewals and banking as we continue to scale our product offerings, partially offset by a decrease in business loan originations. 51 Table of Contents Loans revenue decreased $17.1 million, or 17%, for 2024 compared to 2023, primarily due to a 32% decrease in personal loans revenue as we continue to work through a high interest rate environment, partially offset by higher mortgage loans revenue from both organic growth as well as incorporating our acquisition of NDL in October 2024.
SMB products revenue decreased $9.8 million, or 9%, for 2025 compared to 2024, primarily due to continued pressures in organic search traffic, partially offset by an increase in business loan originations. 45 Loans revenue increased $48.9 million, or 58%, for 2025 compared to 2024, primarily driven by an 85% increase in personal loans revenue as well as a 33% increase in mortgage loans revenue reflecting incorporation of our acquisition of NDL in October 2024.
Emerging verticals revenue decreased $16.6 million, or 12%, for 2024 compared to 2023, primarily due to a 14% decrease in banking revenue as consumer demand for banking products continued to moderate.
Emerging verticals revenue increased $63.7 million, or 51%, for 2025 compared to 2024, primarily driven by a 60% increase in banking revenue due to higher demand for banking products.
As a result, we recorded a significant U.S. current tax provision in 2023 with no corresponding deferred tax benefit for such capitalized expenses due to the valuation allowance maintained against our net U.S. deferred tax assets. 53 Table of Contents 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.
We have incorporated the new legislation into our income tax provision, as applicable, and determined that there was no material impact on our tax provision for 2025. 47 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.
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. 57 Table of Contents Recently Issued and Adopted Accounting Pronouncements For information on recent accounting pronouncements, see Note 1–The Company and its Significant Accounting Policies in the notes to the consolidated financial statements.
Recently Issued and Adopted Accounting Pronouncements For information on recent accounting pronouncements, see Note 1–The Company and its Significant Accounting Policies in the notes to the consolidated financial statements. JOBS Act Accounting Election We are an emerging growth company, as defined in the JOBS Act, until December 31, 2026.
Overview 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. At NerdWallet, we empower consumers—both individuals and small and mid-sized businesses (SMBs)—to make smarter financial decisions with confidence via our digital platform.
(NerdWallet, we, our, or us) provides consumers and small and mid-sized businesses (SMBs) with trusted guidance across a broad range of finance topics through a digital platform that integrates independent editorial content, comparison tools, data-driven product marketplaces, and access to regulated financial services offered through our subsidiaries. Our mission is to provide clarity for all of life’s financial decisions.
We believe the acquisition will allow us to accelerate our international growth. 46 Table of Contents 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 June 2025, we acquired an SEC-registered investment adviser and created NerdWallet Wealth Partners, LLC, which provides traditional investment advisory services, such as financial planning and discretionary investment management. 40 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.
Removed
Technology, paired with the dramatic growth in innovative financial products, has changed the way consumers manage their financial lives; consumers are more comfortable than ever comparing and shopping for financial products online.
Added
Our vision is a world where everyone makes financial decisions with confidence. Our platform enables users to compare financial products, access educational resources, receive personalized insights, and connect with third-party providers across credit cards, banking, insurance, lending, investing, wealth management, and other financial categories.
Removed
At NerdWallet, we are leveraging this transformation to democratize access to trustworthy financial guidance by incorporating our proprietary data science models into our platform—ultimately helping to improve the financial well-being of consumers and the financial services industry as a whole.
Added
We generate revenue primarily through referral fees, lead generation, and partner-based monetization, as well as through revenue derived from brokering and advisory services. Our business model is designed to be partner-neutral and to support transparent consumer and SMB choice by offering side-by-side comparisons and unbiased information supported by editorial standards.
Removed
In addition to our historical offerings, with our acquisition of Next Door Lending LLC (NDL) in October 2024, we expanded our offerings in the mortgage space to include mortgage lending services. As the financial services industry becomes more fragmented and complex, we believe the need for trustworthy and knowledgeable financial guidance increases.
Added
Through NDL, we offer consumers access to government-sponsored entity-conforming loans, FHA insured loans, VA guaranteed loans and jumbo loans. • NerdWallet Insurance Experts . In March 2025, we established NerdWallet Insurance Experts, LLC (NWIE), an insurance agency.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−1 removed5 unchanged
Biggest changeHowever, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio.
Biggest changeHowever, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. 52 We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates due to changes in the fair market value of our portfolio.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our historical consolidated financial statements for the years ended December 31, 2024, 2023 and 2022.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our historical consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.
Interest Rate Risk Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments in money market instruments and U.S. government securities. We had cash and cash equivalents of $66.3 million and $100.4 million as of December 31, 2024 and 2023, respectively. We do not enter into investments for trading or speculative purposes.
Interest Rate Risk Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments in money market instruments and U.S. government securities. We had cash and cash equivalents of $98.3 million and $66.3 million as of December 31, 2025 and 2024, respectively. We do not enter into investments for trading or speculative purposes.
For additional information, see the sections titled “Risk Factors—Risks Related to Our Industry and the Consumer Finance Economy.” In addition, future borrowings on our line of credit would be subject to changes in interest rate. 59 Table of Contents
However, changes in market interest rates could adversely impact our business, financial condition and results of operations. For additional information, see the sections titled “Risk Factors—Risks Related to Our Industry and the Consumer Finance Economy.” In addition, future borrowings on our line of credit would be subject to changes in interest rate. 53
Removed
We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates due to changes in the fair market value of our portfolio. However, changes in market interest rates could adversely impact our business, financial condition and results of operations.

Other NRDS 10-K year-over-year comparisons