UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, ~~2022~~2024


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

For the transition period from to

Commission file number 001-40994

NerdWallet, Inc.

(Exact name of registrant as specified in its charter)


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

55 Hawthorne Street, ~~11th~~10th Floor, San Francisco, California 94105

(Address of principal executive offices) (Zip code)

(415) 549-8913

(Registrant's telephone number, including area code)

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


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

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

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

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


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

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

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

The registrant had outstanding ~~35,465,297~~46,052,254 shares of Class A common stock and 31,685,652 shares of Class B common stock as of April ~~27, 2022.~~19, 2024.

Table of Contents

Index to Form 10-Q


			Page
PART I		Financial Information
	Item 1.	Financial Statements	3
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations	4
		Condensed Consolidated Statements of Comprehensive ~~Loss~~Income	5
		Condensed Consolidated Statements of Stockholders’ Equity	6
		Condensed Consolidated Statements of Cash Flows	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
	Item 4.	Controls and Procedures	2122

PART II		Other Information
	Item 1.	Legal Proceedings	2123
	Item 1A.	Risk Factors	2123
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2123
	Item 3.	Defaults Upon Senior Securities	2123
	Item 4.	Mine Safety Disclosures	2123
	Item 5.	Other Information	2123
	Item 6.	Exhibits	2224

Signatures			2325

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•the effect of ~~the ongoing COVID-19 pandemic~~macroeconomic developments, including but not limited to, inflation, rising interest rates, tightening credit markets and general macroeconomic uncertainty on our business results of operations, financial condition and stock price;

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

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

•our expected returns on marketing investments and brand campaigns;

•our expectations about consumer demand for the products on our platform;

•our ability to convert users into ~~Registered Users~~registered users and improve repeat user rates;

•our ability to convert consumers into matches with financial services partners;

•our ability to grow within existing and new verticals;

•our ability to expand geographically;

•our ability to maintain and expand our relationships with our existing financial services partners and to identify new financial services partners;

•our ability to build efficient and scalable technical capabilities to deliver personalized guidance and nudge users;

•our ability to maintain and enhance our brand awareness and consumer trust;

•our ability to generate high quality, engaging consumer resources;

•our ability to adapt to the evolving financial interests of consumers;

•our ability to compete with existing and new competitors in existing and new market verticals;

•our ability to maintain the security and availability of our platform;

•our ability to maintain, protect and enhance our intellectual property;

•our ability to identify, attract and retain highly skilled, diverse personnel;

•our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business;

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

•our ability to effectively manage our growth and expand our infrastructure and maintain our corporate culture; ~~and~~

•our ability to successfully identify, manage, and integrate any existing and potential ~~acquisitions.~~acquisitions;

•our ability to achieve expected synergies, accretive value and other benefits from completed acquisitions; and

•our share repurchase plan, including expectations regarding the amount, timing and manner of repurchases made under the plan.

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You should not rely on forward-looking statements as predictions or guarantees of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. ~~These~~The outcome of the events described in these forward-looking statements ~~are~~is subject to risks, uncertainties and other factors described elsewhere in this Quarterly Report on Form 10-Q, in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2023, and in our subsequent periodic filings with the U.S. Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on our business or the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not

~~Table of Contents~~

be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q ~~are made~~speak only as of the date hereof. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited


			March 31, 2022			December 31, 2021
		March 31, 2024								March 31, 2024	December 31, 2023
(in millions, except share amounts which are in thousands and per share amounts)	(in millions, except share amounts which are in thousands and per share amounts)			March 31, 2022					December 31, 2021
Assets	Assets
Assets
Assets
Current assets:
Current assets:
Current assets:	Current assets:
Cash and cash equivalents	Cash and cash equivalents		$		161.6			$	167.8
Accounts receivable			72.5			57.6
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable—net
Prepaid expenses and other current assets	Prepaid expenses and other current assets		19.2			17.4
Total current assets	Total current assets		253.3			242.8
Property, equipment and software — net			39.6			34.9
Property, equipment and software—net
Goodwill	Goodwill		43.6			43.8
Intangibles — net			25.5			27.6
Intangible assets—net
Right-of-use assets	Right-of-use assets		13.3			13.9
Other assets	Other assets		0.8			1.1
Total Assets	Total Assets		$	376.1		$	364.1
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payable	Accounts payable		$	5.2		$	3.2
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities		41.5			32.1
Contingent consideration — current			30.5			30.5
Total current liabilities	Total current liabilities		77.2			65.8
Contingent consideration — noncurrent			28.1			24.2
Deferred tax liability — noncurrent			1.1			1.8
Other liabilities — noncurrent			14.3			14.7
Other liabilities—noncurrent
Total liabilities	Total liabilities		120.7			106.5
Commitments and contingencies (Note 5)	Commitments and contingencies (Note 5)		0			0			Commitments and contingencies (Note 5)
Stockholders’ equity:	Stockholders’ equity:
Preferred stock — $0.0001 par value per share — 5,000 shares authorized as of March 31, 2022 and December 31, 2021; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021			—			—
Common stock — $0.0001 par value per share — 296,686 shares authorized as of March 31, 2022 and December 31, 2021; 67,138 and 66,722 shares issued and outstanding as of March 31, 2022 and December 31, 2021			—			—
Preferred stock—$0.0001 par value per share—5,000 shares authorized; zero shares issued and outstanding
Preferred stock—$0.0001 par value per share—5,000 shares authorized; zero shares issued and outstanding
Preferred stock—$0.0001 par value per share—5,000 shares authorized; zero shares issued and outstanding
Common stock—$0.0001 par value per share—296,686 shares authorized; 77,720 and 76,940 shares issued and outstanding as of March 31, 2024 and December 31, 2023
Additional paid-in capital	Additional paid-in capital		340.2			331.6
Accumulated other comprehensive income			0.2			0.5
Accumulated other comprehensive loss
Accumulated deficit	Accumulated deficit		(85.0)			(74.5)
Total stockholders’ equity	Total stockholders’ equity		255.4			257.6
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity		$	376.1		$	364.1

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

Table of Contents


		Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
(in millions, except per share amounts)	(in millions, except per share amounts)	2022		2021		(in millions, except per share amounts)	2024	2023
Revenue	Revenue	$	129.1	$	90.0
Costs and Expenses:	Costs and Expenses:
Cost of revenue	Cost of revenue	7.7		6.5
Cost of revenue
Cost of revenue
Research and development	Research and development	17.4		12.2
Sales and marketing	Sales and marketing	96.1		68.6
General and administrative	General and administrative	13.1		8.9
Change in fair value of contingent consideration related to earnouts		3.9		7.0
Total costs and expenses	Total costs and expenses	138.2		103.2
Loss From Operations		(9.1)		(13.2)
Other expense:
Income (Loss) From Operations
Other income, net:
Interest income
Interest income
Interest income
Interest expense	Interest expense	(0.2)		(0.3)
Other losses, net	Other losses, net	—		(0.1)
Total other expense		(0.2)		(0.4)
Loss before income taxes		(9.3)		(13.6)
Total other income, net
Income (loss) before income taxes
Income tax provision (benefit)	Income tax provision (benefit)	1.2		(0.7)
Net Loss		$	(10.5)	$	(12.9)
Net Loss Per Share Attributable to Common Stockholders
Net Income

Net Income Per Share Attributable to Common Stockholders
Net Income Per Share Attributable to Common Stockholders
Net Income Per Share Attributable to Common Stockholders
Basic
Basic
Basic	Basic	$	(0.16)	$	(0.27)
Diluted	Diluted	$	(0.16)	$	(0.27)
Weighted-Average Shares Used in Computing Net Loss Per Share Attributable to Common Stockholders

Weighted-average Shares Used in Computing Net Income Per Share Attributable to Common Stockholders
Weighted-average Shares Used in Computing Net Income Per Share Attributable to Common Stockholders
Weighted-average Shares Used in Computing Net Income Per Share Attributable to Common Stockholders
Basic
Basic
Basic	Basic	66.9		48.5
Diluted	Diluted	66.9		48.5

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME

Unaudited

Table of Contents

Three Months Ended
March 31,
(in millions) 2022 2021
Net Loss $ (10.5) $ (12.9)
Other Comprehensive Loss:
Change in foreign currency translation (0.3) 0.2
Comprehensive Loss $ (10.8) $ (12.7)


	Three Months Ended March 31,
(in millions)		2024		2023
Net Income		$	1.1	$	1.7
Other Comprehensive Income (Loss):
Change in foreign currency translation		(0.1)		0.2
Comprehensive Income		$	1.0	$	1.9

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Unaudited

Table of Contents


			Common Stock					Additional Paid-in Capital				Accumulated Other Comprehensive Income			Accumulated Deficit					Stockholders’ Equity
		Common Stock																							Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Stockholders’ Equity
(in millions, except share amounts which are in thousands)	(in millions, except share amounts which are in thousands)				Common Stock
				Additional Paid-in Capital										Accumulated Other Comprehensive Income									Accumulated Deficit		Stockholders’ Equity
Balance at December 31, 2021			66,722			$	—			$	331.6						$	0.5	$	(74.5)
Balance as of December 31, 2023
Balance as of December 31, 2023
Balance as of December 31, 2023
Issuance of Class A common stock upon exercise of stock options	Issuance of Class A common stock upon exercise of stock options		154			—				0.7														0.7
Issuance of Class A common stock pursuant to settlement of restricted stock units	Issuance of Class A common stock pursuant to settlement of restricted stock units		262	—																—
Class A common stock withheld related to net share settlement of restricted stock units
Stock-based compensation	Stock-based compensation							7.9												7.9
Other comprehensive loss	Other comprehensive loss											(0.3)										(0.3)
Net loss															(10.5)					(10.5)
Balance at March 31, 2022			67,138	$	—			$	340.2			$	0.2		$	(85.0)				$	255.4
Net income
Balance as of March 31, 2024

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Stockholders’ Equity
(in millions, except share amounts which are in thousands)
Shares Amount
Balance at December 31, 2020 48,853 $ — $ 99.8 $ 0.6 $ (17.7) $ 82.7
Issuance of Class A common stock upon exercise of stock options 1,076 — 3.1 3.1
Issuance of Class A common stock pursuant to settlement of restricted stock units 50 — —
Class A common stock surrendered for employees’ tax liability upon settlement of restricted stock units (14) — (0.2) (0.2)
Repurchase of stock options (1.4) (1.4)
Repurchase of Class A common stock (30) — (0.4) (0.4)
Repurchase of Class F common stock (883) — (12.4) (12.4)
Stock-based compensation 2.8 2.8
Other comprehensive income 0.2 0.2
Net loss (12.9) (12.9)
Balance at March 31, 2021 49,052 $ — $ 105.5 $ 0.8 $ (44.8) $ 61.5


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
(in millions, except share amounts which are in thousands)	Shares	Amount
Balance as of December 31, 2022	75,120	$	—	$	427.3	$	(0.9)	$	(84.7)	$	341.7
Issuance of Class A common stock upon exercise of stock options	1,226	—		8.4						8.4
Issuance of Class A common stock pursuant to settlement of restricted stock units	380	—								—
Class A common stock withheld related to net share settlement of restricted stock units	(15)	—		(0.3)						(0.3)
Stock-based compensation				10.1						10.1
Other comprehensive income						0.2				0.2
Net income								1.7		1.7
Balance as of March 31, 2023	76,711	$	—	$	445.5	$	(0.7)	$	(83.0)	$	361.8

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

Table of Contents


			Three Months Ended March 31,
		Three Months Ended March 31,								Three Months Ended March 31,
(in millions)	(in millions)		2022		2021		(in millions)	2024	2023
Operating Activities:	Operating Activities:
Net loss			$	(10.5)	$	(12.9)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Net income
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization		7.2		6.2
Stock-based compensation	Stock-based compensation		6.5		2.3
Change in fair value of contingent consideration related to earnouts			3.9		7.0
Deferred taxes	Deferred taxes		(0.7)		(1.3)
Non-cash lease costs	Non-cash lease costs		0.7		1.9
Other, net	Other, net		0.2		0.3
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:
Accounts receivable
Accounts receivable
Accounts receivable	Accounts receivable		(15.2)		(16.4)
Prepaid expenses and other assets	Prepaid expenses and other assets		(1.6)		(1.1)
Accounts payable	Accounts payable		1.3		(1.9)
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities		9.7		14.1
Operating lease liabilities	Operating lease liabilities		(0.3)		(2.1)
Other liabilities	Other liabilities		0.4		0.3
Net cash provided by (used in) operating activities			1.6		(3.6)
Net cash provided by operating activities
Investing Activities:	Investing Activities:
Purchase of investment
Purchase of investment
Purchase of investment
Capitalized software development costs	Capitalized software development costs		(6.6)		(5.2)
Purchase of property and equipment	Purchase of property and equipment		(1.9)		(0.2)
Net cash used in investing activities	Net cash used in investing activities		(8.5)		(5.4)
Financing Activities:	Financing Activities:
Repurchase of Class A common stock			—		(0.4)
Repurchase of Class F common stock			—		(12.4)
Repurchase of stock options			—		(1.4)
Repurchase of Series A redeemable convertible preferred stock			—		(2.1)
Proceeds from line of credit
Proceeds from line of credit
Proceeds from line of credit
Payments on line of credit
Proceeds from exercise of stock options
Tax payments related to net-share settlements on restricted stock units	Tax payments related to net-share settlements on restricted stock units		—		(0.2)
Proceeds from exercise of stock options			0.7		3.1
Payment of offering costs related to initial public offering			—		(0.4)
Net cash provided by (used in) financing activities			0.7		(13.8)
Net decrease in cash and cash equivalents			(6.2)		(22.8)
Net cash provided by financing activities
Net increase in cash and cash equivalents
Cash and Cash Equivalents:	Cash and Cash Equivalents:
Beginning of period
Beginning of period
Beginning of period	Beginning of period		167.8		83.4
End of period	End of period		$	161.6	$	60.6
Supplemental Disclosures of Non-Cash Investing and Financing Activities:	Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities	Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities		$	0.6	$	0.2
Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities
Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities
Purchase of property and equipment recorded in accounts payable and accrued expenses and other current liabilities	Purchase of property and equipment recorded in accounts payable and accrued expenses and other current liabilities		0.8		0.5
Offering costs related to initial public offering not yet paid			—		0.2
Supplemental Disclosures of Cash Flow Information:	Supplemental Disclosures of Cash Flow Information:
Income tax payments
Income tax payments
Income tax payments	Income tax payments		$	0.2	$	—
Cash paid for interest	Cash paid for interest		0.1		1.3
Supplemental Cash Flow Disclosure Related to Operating Leases:	Supplemental Cash Flow Disclosure Related to Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities		$	0.4	$	2.3
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for amounts included in the measurement of lease liabilities

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Table of Contents

1.The Company and Basis of Presentation

The ~~Company —~~ Company—NerdWallet, Inc., a Delaware corporation, was formed on December 29, 2011. NerdWallet, Inc. and its subsidiaries (collectively, the Company) provide consumer-driven advice about personal finance through its platform by connecting individuals and small and mid-sized businesses (SMBs) with providers of financial products.

Basis of ~~Presentation —~~ Consolidation and Presentation—The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission ~~(SEC)~~ regarding interim financial reporting. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2023.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position and results of operations for the periods presented. The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain comparative amounts for the three months ended March 31, 2023 have been reclassified to conform to the financial statement presentation as of and for the three months ended March 31, 2024. The results of operations for the three months ended March 31, ~~2022~~2024 are not necessarily indicative of the results to be expected for the full year or any other future period.

Significant Accounting Policies—During the three months ended March 31, ~~2022,~~2024, the Company made a strategic investment of $8.1 million in equity securities of a privately-held company over which the Company does not exercise significant influence. See Note 4–Significant Condensed Consolidated Balance Sheet Components for further discussion. During the three months ended March 31, 2024, there have been no other material changes to the Company’s significant accounting policies as disclosed in Note ~~1 –~~ 1–The Company and its Significant Accounting Policies in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2023.

~~Recently Adopted Accounting Pronouncements~~ 2.~~— In June 2016, the FASB issued ASU 2016-13,~~ Revenue~~Financial Instruments - Credit Losses, Measurement~~

The following presents a disaggregation of ~~Credit Losses on Financial Instruments, establishing ASC Topic 326, and amended the guidance thereafter (ASC 326). ASC 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost;~~ the Company’s ~~financial assets~~revenue based on product category:


	Three Months Ended March 31,
(in millions)		2024		2023
Credit cards		$	50.0	$	61.3
Loans		21.4		22.0
SMB products		30.4		25.2
Emerging verticals		60.1		61.1
Total revenue		$	161.9	$	169.6

During the three months ended March 31, 2024, the Company recognized $4.1 million of revenue that are in the scope of ASC 326 includes the Company’s accounts receivable, certain financial instruments and contract assets. ASC 326 replaces the prior incurred loss impairment model with an expected loss methodology, which results in more timely recognition of credit losses. The Company adopted the provisions of ASC 326was deferred as of ~~January 1,~~December 31, 2023. Revenue recognized during the three months ended March 31, 2023 which was deferred as of December 31, 2022 ~~(two years after the effective date for public business entities due to the Company’s election under its EGC status),~~was immaterial.

The contract asset recorded within prepaid expenses and ~~such adoption did not have an impact~~other current assets on the ~~Company’s financial condition and results of operations within its~~ condensed consolidated ~~financial statements.~~

~~In October 2021, the FASB issued ASU 2021-08,~~ ~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~ ~~(ASU 2021-08), to address diversity and inconsistency~~balance sheet related to ~~the recognition~~estimated variable consideration was $6.5 million and measurement of contract assets and contract liabilities acquired in a business combination. The guidance in ASU 2021-08 states that an acquirer should recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, ~~Revenue from Contracts with Customers. The amendments in ASU 2021-08 will be applied prospectively to any business combinations that occur during or after the fiscal year of adoption The Company adopted the provisions of ASU 2021-08~~$5.5 million as of ~~January 1, 2022,~~March 31, 2024 and ~~such adoption did not have an impact on the Company’s financial condition and results of operations within its condensed consolidated financial statements.~~December 31, 2023, respectively.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Table of Contents

2.~~Revenue~~

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

Three Months Ended
March 31,
(in millions) 2022 2021
Credit cards $ 45.2 $ 22.9
Loans 34.3 32.3
Other verticals 49.6 34.8
Total revenue $ 129.1 $ 90.0

The contract asset recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet related to estimated variable consideration was $4.7 million and $3.0 million at March 31, 2022 and December 31, 2021, respectively.

3.Fair Value Measurements

The Company’s assets ~~and liabilities~~ that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows:

(in millions) Quoted Prices
in Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Carrying
Value
As of March 31, 2022
Assets:
Cash and cash equivalents — money market funds $ 157.9 $ — $ — $ 157.9
Certificate of deposit — 2.0 — 2.0
$ 157.9 $ 2.0 $ — $ 159.9
Liabilities:
Contingent consideration $ — $ — $ 58.6 $ 58.6


(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value
As of March 31, 2024
Assets:
Cash and cash equivalents—money market funds	$	14.9	$	—	$	—	$	14.9
Certificate of deposit	—		2.1		—		2.1
	$	14.9	$	2.1	$	—	$	17.0

(in millions) Quoted Prices
in Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Carrying
Value
As of December 31, 2021
Assets:
Cash and cash equivalents — money market funds $ 164.9 $ — $ — $ 164.9
Certificate of deposit — 2.0 — 2.0
$ 164.9 $ 2.0 $ — $ 166.9
Liabilities:
Contingent consideration $ — $ — $ 54.7 $ 54.7

~~Level 3 liabilities consist entirely of contingent consideration, and the changes in fair value are as follows:~~

Three Months Ended
March 31,
(in millions) 2022 2021
Balance at beginning of period $ 54.7 $ 36.5
Change in fair value, recognized in earnings 3.9 7.0
Balance at end of period $ 58.6 $ 43.5

~~NERDWALLET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Unaudited~~

~~Table of Contents~~

Contingent consideration liabilities related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The fair values of the estimated contingent considerations are determined based on the Company’s evaluation of the probability and amount of earnout that will be achieved based on expected future performance by the acquired entity. The Monte Carlo simulation models simulated the applicable figures over the earnout periods to calculate the estimated earnout payments. These payments were then discounted to present value based on the expected payment dates of the contingent considerations. The weighted-average volatility was 51.0% and the weighted-average discount rate was estimated to be 9.5% at March 31, 2022. The weighted-average volatility was 45.5% and the weighted-average discount rate was estimated to be 9.0% at December 31, 2021.


(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value
As of December 31, 2023
Assets:
Cash and cash equivalents—money market funds	$	89.8	$	—	$	—	$	89.8
Certificate of deposit	—		2.1		—		2.1
	$	89.8	$	2.1	$	—	$	91.9

4.Significant Condensed Consolidated Balance Sheet Components

Property, equipment and software, net includes capitalized software development costs, net of accumulated amortization, of ~~$35.2~~$47.4 million and ~~$32.1~~$49.0 million as of March 31, ~~2022~~2024 and December 31, ~~2021,~~2023, respectively. The Company capitalized ~~$8.0~~$6.4 million and ~~$5.8~~$8.6 million of software development costs during the three months ended March 31, 2024 and 2023, respectively. The Company recorded amortization expense related to capitalized software development costs of ~~$4.9~~$8.0 million and ~~$3.8~~$6.6 million during the three months ended March 31, ~~2022~~2024 and ~~2021,~~2023, respectively.

During the three months ended March 31, 2024, the Company made a strategic investment of $8.1 million in equity securities of a privately-held company over which the Company does not exercise significant influence. These equity securities do not have a readily determinable fair value and are accounted for under the measurement alternative. Under the measurement alternative, the carrying value of the security is measured at cost less any impairment, and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer. An equity security without a readily determinable fair value is considered impaired when the fair value of the Company’s interest is less than the carrying value. Equity investments without readily determinable fair values are included in other assets on the Company’s condensed consolidated balance sheet, and any related gains or losses would be included in other gains (losses), net on the Company’s condensed consolidated statements of operations. Equity investments without readily determinable fair values were $8.1 million as of March 31, 2024, and there were no related changes in carrying amount or impairment during the three months ended March 31, 2024.

Accrued expenses and other current liabilities include operating lease liabilities of ~~$2.9 million and $2.4~~$3.4 million as of both March 31, ~~2022~~2024 and December 31, ~~2021, respectively.~~2023.

Other ~~liabilities —~~ liabilities—noncurrent includes operating lease liabilities of ~~$11.9~~$5.2 million and ~~$12.7~~$6.2 million as of March 31, ~~2022~~2024 and December 31, ~~2021,~~2023, respectively.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Table of Contents

5.Commitments and Contingencies

Commitments and Other Financial Arrangements—The Company has certain financial commitments and other arrangements including unused letters of credit and commitments under leases. As of March 31, ~~2022,~~2024, there were no material changes to the Company’s commitments and other financial arrangements as disclosed in Note ~~8 –~~ 8–Commitments and Contingencies in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2023.

Litigation and Other Legal Matters—The Company is involved from time to time in litigation, claims, and proceedings. Periodically, the Company evaluates the status of each legal matter and assesses potential financial exposure. If the potential loss from any legal proceeding or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimable. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based only on the information available at the time. As additional information becomes available, the Company reassesses the potential liability related to the legal proceeding or litigation, and may revise its estimates. Management is not currently aware of any matters that it expects will have a material effect on the financial position, results of operations, or cash flows of the Company. The Company has not accrued any material potential loss as of March 31, ~~2022~~2024 or December 31, ~~2021.~~2023.

6.Stockholders’ Equity

Share Repurchase Plans—On May 2, 2023, the Company announced that its Board of Directors authorized a plan under which the Company may repurchase up to $20 million of the Company’s Class A common stock and, following the Company’s utilization of that share repurchase authorization, the Company announced on October 26, 2023 that its Board of Directors approved a share repurchase authorization under which the Company may repurchase up to an additional $30 million of the Company’s Class A common stock (collectively, the Repurchase Plans). There were no repurchases of shares of Class A common stock during the three months ended March 31, 2024. The remaining share repurchase authorization under the Repurchase Plans is $30 million as of March 31, 2024.

Equity Incentive Plans—The 2021 Equity Incentive Plan and the predecessor 2012 Equity Incentive Plan, both as amended, along with the 2022 Inducement Equity Incentive Plan (collectively, the Plans) comprise the equity incentive plans of the Company.

Under the terms of the 2021 Equity Incentive Plan, the number of shares of Class A common stock reserved for issuance under the plan will automatically increase on January 1 of each calendar year, starting January 1, 2023 and ending on and including January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on December 31 of the prior calendar year, unless the Company’s Board of Directors determines prior to the date of increase that there will be a lesser increase, or no increase. In accordance with these plan terms, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Equity Incentive Plan increased by 3.8 million shares effective January 1, 2024.

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


	Outstanding Stock Options (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in millions)
Balance as of December 31, 2023	4,112	$	10.84	6.3	$	18.7
Granted1	220	$	15.73
Exercised	(276)	$	6.12
Cancelled/forfeited	(19)	$	12.77
Balance as of March 31, 20241	4,037	$	11.42	6.4	$	16.2
Vested and exercisable as of March 31, 2024	2,857	$	10.77	5.7	$	13.2

______________

(1)Represents 0.2 million of target award stock options with both service-based and performance-based conditions.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Table of Contents

6.~~Stockholders’ Equity~~

~~Equity Incentive Plans~~ — The 2021 Equity Incentive Plan and the predecessor 2012 Equity Incentive Plan (collectively, the Plans) provide for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock units and restricted stock awards to employees, non-employee directors and consultants of the Company.

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

Outstanding
Stock
Options
(in thousands) Weighted-
Average
Exercise
Price Weighted-
Average
Contractual
Life
(Years) Aggregate Intrinsic Value
(in millions)
Balance as of December 31, 2021 6,443 $8.84 6.5 $45.3
Granted 725 $12.64
Exercised (154) $6.19
Cancelled/forfeited (108) $10.66
Balance as of March 31, 2022 6,906 $9.27 6.7 $25.5
Vested and exercisable as of March 31, 2022 4,197 $6.34 5.2 $24.1

~~For three months ended March 31, 2022, the~~ weighted-average grant-date fair value of options granted during the three months ended March 31, 2024 was ~~$6.49~~$9.08 per ~~share, and the~~share. The aggregate intrinsic value of options exercised was ~~$1.2 million.~~$2.8 million for the three months ended March 31, 2024.

~~The~~During the three months ended March 31, 2024, the Company granted 0.2 million of target award stock options with both service-based and performance-based conditions to certain employees of the Company. Recipients of these performance-based stock options are eligible to earn between 0% and 200% of their target awards based upon the achievement of (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification of the attainment of the performance levels. These performance-based stock options are also subject to service-based vesting over a period of three years.

For the three months ended March 31, 2024, the per-share fair value of each stock option granted was determined on the date of grant using the following weighted-average ~~assumptions and ranges of fair value of common stock:~~assumptions:

Three Months Ended
March 31,
2022 2021
Expected volatility 51.9 % 54.6 %
Expected term (in years) 6.0 6.0
Expected dividend yield 0 % 0 %
Risk-free interest rate 2.4 % 1.1 %


	Three Months Ended March 31, 2024
Expected volatility	58.1	%
Expected term (in years)	5.9
Expected dividend yield	0	%
Risk-free interest rate	4.2	%

There were no stock options granted for the three months ended March 31, 2023.

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

Number of Units
(in thousands) Weighted-Average
Grant-Date Fair Value
Nonvested as of December 31, 2021 3,818 $ 18.07
Granted 559 $ 12.76
Vested (262) $ 16.70
Forfeited (204) $ 17.28
Nonvested as of March 31, 2022 3,911 $ 17.45


	Number of Units (in thousands)	Weighted-Average Grant-Date Fair Value
Nonvested as of December 31, 20231	6,788	$	12.42
Granted2	462	$	15.62
Vested	(529)	$	14.21
Forfeited1	(367)	$	15.76
Nonvested as of March 31, 20242	6,354	$	12.31

______________

(1)Includes 0.2 million of target award RSUs with both service-based and performance-based conditions.

(2)Includes 0.1 million of target award RSUs with both service-based and performance-based conditions.

The total fair value of shares that vested under RSUs was ~~$2.8~~$8.9 million during the three months ended March 31, ~~2022.~~2024.

During the three months ended March 31, 2024, the Company granted 0.1 million of target award RSUs with both service-based and performance-based conditions to certain employees of the Company. Recipients of these performance-based RSUs are eligible to earn between 0% and 200% of their target awards based upon the achievement of (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification of the attainment of the performance levels. These performance-based RSUs are also subject to service-based vesting over a period of three years.

Employee Stock Purchase Plan—The terms of the Employee Stock Purchase Plan (ESPP) provide for automatic increases in the number of shares reserved for issuance on January 1 of each calendar year, beginning in 2023 and through 2031, subject to terms of the ESPP. In accordance with these plan terms, the aggregate number of Class A common stock authorized for issuance under the ESPP increased by 0.8 million effective January 1, 2024. The Company ~~recognized~~did not recognize any stock-based compensation related to ~~the employee stock purchase plan (ESPP) of $1.3 million during the three months ended March 31, 2022. There were no shares of the Company’s Class A common stock purchased under~~ the ESPP for the three months ended March 31, ~~2022.~~2024, as the previous ESPP purchase period ended on December 31, 2023 and the next ESPP purchase period will begin on May 1, 2024. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $1.0 million during the three months ended March 31, 2023.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Table of Contents

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


		Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
(in millions)	(in millions)	2022		2021		(in millions)	2024	2023
Research and development	Research and development	$	2.6	$	0.9
Sales and marketing	Sales and marketing	2.1		0.8
General and administrative	General and administrative	1.8		0.6
Total stock-based compensation	Total stock-based compensation	$	6.5	$	2.3

In addition, stock-based compensation ~~of $1.4 million and $0.5 million was~~ capitalized related to software development costs was $0.9 million and $1.5 million during the three months ended March 31, ~~2022~~2024 and ~~2021,~~2023, respectively.

7.Income Taxes

Beginning with the three months ended June 30, 2023, the Company’s tax provision for interim periods was determined using a discrete effective tax rate method, as allowed by ASC Topic 740-270, Income Taxes, Interim Reporting. The Company’s tax provision for interim periods iswas previously determined using an estimated annual effective tax rate which iswas adjusted for discrete items occurring during the periods presented. The Company determined that since small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the three months ended March 31, 2024.

The primary difference between the Company’s effective tax rate and the statutory federal income tax rate is the full valuation allowance established on the Company’s federal, state and foreign deferred tax attributes. As of March 31, ~~2022,~~2024 and December 31, 2023, the Company ~~has established~~recorded a full valuation allowance against ~~its~~these net ~~U.S.~~ deferred tax assets as the Company believes that it is more likely than not that the Company will not be able to fully realize such net deferred tax assets. The Company’s judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact in the Company’s income tax provision in the period of change.

8.Net ~~Loss~~Income Per Basic and Diluted Share

The Company computes earnings per share (EPS) in conformity with the two-class method required for participating securities. The two-class method is an earnings allocation method that determines net income (loss) per share for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings or losses. We consider early exercised share options to be participating securities. There were no early exercised share options for the three months ended March 31, 2022, and the impact of early exercised share options on basic and diluted EPS was immaterial for the three months ended March 31, 2021.

The following table provides the basic and diluted per share computations for net ~~loss~~income attributable to common stockholders:

Three Months Ended
March 31,

(in millions, except per share amounts)

2022

2021

(in millions, except per share amounts)

2024

2023

Numerator:

Net loss attributable to common stockholders — basic and diluted

(10.5)

(12.9)

Net income attributable to common stockholders—basic and diluted

Denominator:

Weighted-average shares of common stock — basic and diluted

66.9

48.5

Loss per share attributable to common stockholders:

Weighted-average shares of common stock—basic

Effect of dilutive stock options and restricted stock units

Weighted-average shares of common stock—diluted

Net income per share attributable to common stockholders:

Basic

(0.16)

(0.27)

Diluted

(0.16)

(0.27)

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


		Three Months Ended March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
(in millions)	(in millions)	2022	2021	(in millions)	2024	2023
Shares subject to outstanding stock options and restricted stock units	Shares subject to outstanding stock options and restricted stock units	7.5	7.0
ESPP	ESPP	1.5	—
Series A redeemable convertible preferred stock		—	7.7

Table of Contents

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2023.

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.

As a personal finance website and app, NerdWallet provides ~~consumers~~ consumers—both individuals and SMBs—with trustworthy and knowledgeable financial information so they can make smart money moves. From finding the best credit card to buying a house, NerdWallet is there to help consumers make financial decisions with confidence. Consumers have free access to our expert content and comparison shopping marketplaces, plus a data-driven app, which helps them stay on top of their finances and save time and money, giving them the freedom to do more. NerdWallet is available for consumers in the U.S., United Kingdom, ~~(UK)~~Canada and ~~Canada.~~Australia.

Key Operating Metric and Non-GAAP Financial ~~Measure~~Measures

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

Monthly Unique Users

We define a Monthly Unique User (MUU) as a unique user with at least one session in a given month as determined by a unique device identifier. We measure MUUs during a time period longer than one month by averaging the MUUs of each month within that period. We track MUUs to frame the number of users who may transact with ~~the~~our financial services partners on our platform during a given period. We had 2229 million average MUUs for the three months ended March 31, ~~2022,~~2024, which was ~~down 3%~~up 25% compared to the three months ended March 31, ~~2021.~~2023. We ~~continue to see~~saw strong engagement in ~~many of our verticals~~areas such as ~~small~~investing, travel products, taxes and ~~mid-size business (SMB) products and credit cards, but that was more than offset by abnormally high user engagement in our investing vertical in the prior-year period.~~insurance. While we expect MUUs to grow over time, the metric may fluctuate from period to period based on economic conditions, trends in consumer behavior and our strategic marketing decisions.

~~Adjusted EBITDA~~Non-GAAP Financial Measures

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

Non-GAAP operating income (loss):We define non-GAAP operating income (loss) as income (loss) from operations adjusted to exclude depreciation and amortization, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) change in fair value of contingent consideration related to earnouts, (4) deferred compensation related to earnouts, and (5) acquisition-related costs. We also reduce income from operations, or increase loss from operations, for capitalized internally developed software costs.

Adjusted EBITDA: We define adjusted EBITDA as net income (loss) from continuing operations adjusted to exclude depreciation and amortization, interest ~~expense,~~income (expense), net, and provision (benefit) for income taxes, and further exclude (1) ~~loss (gain)~~impairment of right-of-use asset, (2) losses (gains) on ~~impairment and on disposal~~disposals of assets, ~~(2) remeasurement of the embedded derivative in our previously outstanding long-term debt,~~ (3) change in fair value of contingent consideration related to earnouts, (4) deferred compensation related to earnouts, (5) stock-based compensation, and (6) acquisition-related costs.

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

Table of Contents

We believe that ~~Adjusted~~non-GAAP operating income (loss) and adjusted EBITDA ~~provides~~provide useful information to investors and others in understanding and evaluating our operating results and in comparing operating results across periods. Moreover, ~~we have included Adjusted~~non-GAAP operating income (loss) and adjusted EBITDA ~~in this Quarterly Report on Form 10-Q because it is a~~are key ~~measurement~~measurements used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. However, the use of ~~this~~these non-GAAP ~~measure has~~measures have certain limitations because ~~it does~~they do not reflect all items of income and expense that affect our operations. ~~Adjusted~~Non-GAAP operating income (loss) and adjusted EBITDA ~~has~~have limitations as a financial ~~measure,~~measures, should be considered as supplemental in nature, and isare not meant as ~~a substitute~~substitutes for the related financial information prepared in accordance with GAAP. These limitations include the following:

•~~Adjusted~~Non-GAAP operating income (loss) 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 and the embedded derivative in our previously outstanding long-term debt, as well as certain nonrecurring gains (losses);

•~~Adjusted EBITDA excludes~~exclude certain recurring, non-cash charges, such as amortization of software, depreciation of property and equipment, ~~and~~ amortization of intangible assets, impairment of right-of-use asset, and ~~although~~(losses) gains on disposals of assets. Although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and ~~Adjusted~~non-GAAP operating income (loss) and adjusted EBITDA ~~does~~do not reflect all cash requirements for such replacements or for new capital expenditure requirements;

•Non-GAAP operating income (loss) and adjusted EBITDA exclude 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;

•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 ~~the impact of impairment of assets previously acquired, acquisition-related transaction expenses, contingent consideration fair value adjustments related to earnouts,~~unrealized and ~~deferred compensation related to earnouts.~~realized gains and losses on foreign currency exchange, as well as certain nonrecurring gains (losses).

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

See “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations —~~ Operations—Results of ~~Operations —~~ Operations—Non-GAAP Financial ~~Measure”~~Measures” for ~~a reconciliation~~reconciliations of ~~Adjusted~~non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net income (loss), the most directly comparable respective GAAP financial ~~measure calculated in accordance with GAAP.~~measures.

Table of Contents

Results of Operations

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

Three Months Ended
March 31,
(in millions) 2022 2021
Revenue $ 129.1 $ 90.0
Costs and expenses:
Cost of revenue 7.7 6.5
Research and development(1)
17.4 12.2
Sales and marketing(1)
96.1 68.6
General and administrative(1)
13.1 8.9
Change in fair value of contingent consideration related to earnouts 3.9 7.0
Total costs and expenses 138.2 103.2
Loss from operations (9.1) (13.2)
Other expense:
Interest expense (0.2) (0.3)
Other losses, net — (0.1)
Total other expense (0.2) (0.4)
Loss before income taxes (9.3) (13.6)
Income tax provision (benefit) 1.2 (0.7)
Net loss $ (10.5) $ (12.9)


	Three Months Ended March 31,
(in millions)	2024		2023
Revenue	$	161.9	$	169.6
Costs and expenses:
Cost of revenue	14.2		13.8
Research and development1	20.7		19.5
Sales and marketing1	107.9		121.7
General and administrative1	15.4		15.4
Total costs and expenses	158.2		170.4
Income (loss) from operations	3.7		(0.8)
Other income, net:
Interest income	1.4		1.0
Interest expense	(0.2)		(0.2)
Other losses, net	(0.1)		(0.1)
Total other income, net	1.1		0.7
Income (loss) before income taxes	4.8		(0.1)
Income tax provision (benefit)	3.7		(1.8)
Net income	$	1.1	$	1.7

______________

(1)Includes stock-based compensation as follows:


			Three Months Ended March 31,
		Three Months Ended March 31,								Three Months Ended March 31,
(in millions)	(in millions)		2022		2021		(in millions)	2024	2023
Research and development	Research and development		$	2.6	$	0.9
Sales and marketing	Sales and marketing		2.1		0.8
General and administrative	General and administrative		1.8		0.6
Total stock-based compensation	Total stock-based compensation		$	6.5	$	2.3

Table of Contents

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


			Three Months Ended March 31,
			2022		2021
		Three Months Ended March 31,											Three Months Ended March 31,
		2024								2024				2023
Revenue	Revenue		100	%	100	%	Revenue	100	%		100	%
Costs and expenses:	Costs and expenses:
Cost of revenue
Cost of revenue
Cost of revenue	Cost of revenue		6		7
Research and development	Research and development		14		14
Sales and marketing	Sales and marketing		74		76
General and administrative	General and administrative		10		10
Change in fair value of contingent consideration related to earnouts			3		8
Total costs and expenses	Total costs and expenses		107		115
Loss from operations			(7)		(15)
Other expense:
Income (loss) from operations
Other income, net:
Interest income
Interest income
Interest income
Interest expense	Interest expense		—		—
Other losses, net	Other losses, net		—		—
Total other expense			—		—
Loss before income taxes			(7)		(15)
Total other income, net
Income (loss) before income taxes
Income tax provision (benefit)	Income tax provision (benefit)		1		(1)
Net loss			(8	%)	(14	%)
Net income							Net income	1	%		1	%

We had income from operations of $3.7 million for the three months ended March 31, 2024, as compared to a loss from operations of $0.8 million for the three months ended March 31, 2023, as a $7.7 million decrease in revenue was more than offset by a $12.2 million decrease in operating expenses, primarily attributable to a $13.8 million decrease in sales and marketing expenses.

Net income decreased $0.6 million, or 34%. for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, as the impact of income from operations of $3.7 million for the three months ended March 31, 2024, as compared to a loss from operations of $0.8 million for the three months ended March 31, 2023, was more than offset by the impact of an income tax provision of $3.7 million for the three months ended March 31, 2024, as compared to an income tax benefit of $1.8 million for the three months ended March 31, 2023.

Revenue


	Three Months Ended March 31,				Change
(in millions)	2024		2023		$		%
Credit cards	$	50.0	$	61.3	$	(11.3)	(19	%)
Loans	21.4		22.0		(0.6)		(3	%)
SMB products	30.4		25.2		5.2		21	%
Emerging verticals	60.1		61.1		(1.0)		(2	%)
Total revenue	$	161.9	$	169.6	$	(7.7)	(5	%)

Revenue decreased ~~$2.4~~$7.7 million, or 5% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, primarily due to lower credit cards revenue, partially offset by growth in SMB products revenue.

Credit cards revenue decreased $11.3 million, or 19%, for the three months ended March 31, ~~2022~~2024, primarily due to reduced marketing spending by our financial services partners amidst a combination of continued cautious underwriting and heightened balance sheet conservatism following the 2023 regional banking crisis.

Loans revenue decreased $0.6 million, or 3%, for the three months ended March 31, 2024, primarily due to decreases of 13% in mortgages revenue, as a result of higher interest rates, and 19% in student loans revenue, partially offset by a 12% increase in personal loans revenue.

SMB products revenue increased $5.2 million, or 21%, for the three months ended March 31, 2024, primarily driven by revenue growth in products such as business credit cards and banking as we continue to scale our product offerings.

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Emerging verticals revenue decreased $1.0 million, or 2%, for the three months ended March 31, 2024, primarily due to a 9% decrease in banking revenue as consumer demand for banking products begins to moderate, partially offset by increases of 30% in investing revenue and 5% in insurance products revenue.

Costs and Expenses


	Three Months Ended March 31,				Change
(in millions)	2024		2023		$		%
Cost of revenue	$	14.2	$	13.8	$	0.4	3	%
Research and development	20.7		19.5		1.2		6	%
Sales and marketing	107.9		121.7		(13.8)		(11	%)
General and administrative	15.4		15.4		—		(1	%)
Total costs and expenses	$	158.2	$	170.4	$	(12.2)	(7	%)

Cost of revenue

Cost of revenue increased $0.4 million, or 3%, for the three months ended March 31, 2024 compared to the three months ended March 31, ~~2021. The decrease was attributable~~2023, primarily due to a ~~$39.1~~$1.3 million increase in ~~revenue,~~amortization expense related to capitalized software development costs, partially offset by ~~a $35.0 million increase in expenses, primarily driven by increases~~decreases of ~~$27.5~~$0.5 million in ~~sales~~amortization expense related to intangible assets and ~~marketing expense and $5.2~~$0.5 million ~~in research~~primarily related to third-party service charges.

Research and development ~~as we continued to invest in our business. Additionally, we had an income tax provision of~~expense

Research and development expenses increased $1.2 ~~million for the three months ended March 31, 2022, as compared to an income tax benefit of $0.7 million for the three months ended March 31, 2021.~~

~~Revenue~~

Three Months Ended
March 31,
(in millions) 2022 2021 $ Change % Change
Credit cards $ 45.2 $ 22.9 $ 22.3 97 %
Loans 34.3 32.3 2.0 6 %
Other verticals 49.6 34.8 14.8 43 %
Total revenue $ 129.1 $ 90.0 $ 39.1 43 %

~~Revenue increased $39.1 million, or 43%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, with revenue increases across all product categories.~~

Credit cards revenue increased $22.3 million, or 97%, for the three months ended March 31, 2022, which we attribute to the overall macroeconomic recovery, the high-intent nature of our audience, and our deep alignment with partners to deliver quality matches.

~~Loans revenue increased $2.0~~ million, or 6%, for the three months ended March 31, 2022, primarily driven by a 78% increase in personal loans revenue reflecting strong consumer demand and more optimized user experience, as well as a 24% increase in student loans revenue despite continued federal government forbearance, partially offset by a 15% decrease in mortgages revenue due to the increasing interest rate environment.

Other verticals revenue increased $14.8 million, or 43%, for the three months ended March 31, 2022, primarily attributable to a 164% increase in SMB products revenue. The increase also included a 56% increase in banking revenue primarily due to the rising interest rate environment, partially offset by a 24% decrease in investing revenue primarily due to abnormally high user engagement in our investing vertical in the prior-year period.

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~~Costs and Expenses~~

Three Months Ended
March 31,
(in millions) 2022 2021 $ Change % Change
Cost of revenue $ 7.7 $ 6.5 $ 1.2 19 %
Research and development 17.4 12.2 5.2 43 %
Sales and marketing 96.1 68.6 27.5 40 %
General and administrative 13.1 8.9 4.2 46 %
Change in fair value of contingent consideration related to earnouts 3.9 7.0 (3.1) (43 %)
Total costs and expenses $ 138.2 $ 103.2 $ 35.0 34 %

~~Cost of revenue~~

~~Cost of revenue increased $1.2 million, or 19%, for the three months ended March 31, 2022~~2024 compared to the three months ended March 31, ~~2021,~~2023, primarily attributable to a ~~$1.2~~$1.4 million increase ~~in amortization expense related to capitalized software development costs.~~

~~Research and development expense~~

Research and development expenses increased $5.2 million, or 43%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily attributable to increases of $4.6 million in personnel-related costs for our engineering, data, and product management personnel and contractors to support our continued growth and ~~$0.5 million in software and technology costs related to our platform.~~key platform capabilities.

Sales and marketing expense

For the three months ended March 31, ~~2022 and 2021,~~2024, our total sales and marketing expense was comprised of approximately ~~42% and 45%~~25% for brand marketing, ~~respectively,~~ and ~~35% and 30%~~51% for performance marketing, ~~respectively,~~with the remainder for organic and other marketing expenses. For the three months ended March 31, 2023, our total sales and marketing expense was comprised of approximately 32% for brand marketing, and 46% for performance marketing, with the remainder for organic and other marketing expenses. We are able to adjust our marketing spend to reflect changes in external factors and consumer behavior.

Sales and marketing expenses ~~increased $27.5~~decreased $13.8 million, or ~~40%~~11%, for the three months ended March 31, ~~2022~~2024 compared to the three months ended March 31, ~~2021, primarily~~2023, attributable to ~~increases~~decreases of ~~$13.2~~$11.6 million in brand marketing expenses, $1.2 million in performance marketing expenses and ~~$9.5~~$1.0 million in ~~brand marketing expenses, as well as higher~~ organic and other marketing expenses ~~including a $4.4 million increase in personnel-related costs~~primarily due to ~~our efforts to grow and increase our user base.~~lower personnel-related costs.

~~General and administrative expense~~

~~General and administrative expenses~~Other income, net


	Three Months Ended March 31,				Change
(in millions)	2024		2023		$		%
Interest income	$	1.4	$	1.0	$	0.4	33	%
Interest expense	(0.2)		(0.2)		—		(4	%)
Other losses, net	(0.1)		(0.1)		—		(41	%)
Total other income, net	$	1.1	$	0.7	$	0.4	56	%

Other income, net increased ~~$4.2~~$0.4 million or ~~46%,~~56% for the three months ended March 31, ~~2022~~2024 compared to the three months ended March 31, ~~2021,~~2023, primarily attributable to ~~increases of $1.9 million in personnel-related costs mainly due to~~ higher ~~stock-based compensation~~interest income reflecting higher interest rates and ~~increased headcount, $1.1 million in director and officer liability insurance costs, and $0.7 million in professional and consulting services fees.~~

~~Change in fair value of contingent consideration related to earnouts~~

The change in fair value of contingent consideration relates to our acquisitions of Fundera, Inc. (Fundera) and Know Your Money (KYM) in 2020. The fair value of the estimated contingent considerations is subject to remeasurement at each reporting date until the payments are made. See Note 3 – Fair Value Measurements in the notes to our condensed consolidated financial statements for further discussion regarding how we estimated the fair value of these contingent considerations.

average cash balances.

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~~Other expense, net~~Income tax provision (benefit)

Three Months Ended
March 31,
(in millions) 2022 2021 $ Change % Change
Interest expense $ (0.2) $ (0.3) $ 0.1 (46 %)
Other losses, net — (0.1) 0.1 NM
Other expense, net $ (0.2) $ (0.4) $ 0.2 (54 %)

~~Other expense, net decreased $0.2 million, or 54%,~~Beginning with the three months ended June 30, 2023, our tax provision for interim periods was determined using a discrete effective tax rate method, as allowed by ASC Topic 740-270, Income Taxes, Interim Reporting. Our tax provision for interim periods was previously determined using an estimated annual effective tax rate which was adjusted for discrete items occurring during the periods presented. We determined that since small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the three months ended March 31, ~~2022 compared to the three months ended March 31, 2021, due to lower interest expense and a prior-year loss related to the embedded derivative in our previously outstanding long-term debt.~~

~~Income tax provision (benefit)~~2024.

We had an income tax provision of ~~$1.2~~$3.7 million for the three months ended March 31, ~~2022,~~2024, as compared to an income tax benefit of ~~$0.7~~$1.8 million for the three months ended March 31, ~~2021.~~2023. Our effective tax rate was ~~(13.5%) and 4.8%~~76.2% for the three months ended March 31, ~~2022~~2024, and ~~2021, respectively.~~1,600.2% for the three months ended March 31, 2023. Our effective tax rate for the three months ended March 31, ~~2022 was lower than~~2024 differs from the U.S. federal statutory income tax rate of 21% primarily due to the valuation allowance maintained against our net U.S. deferred tax assets and state taxes, partially offset by research and development credits. Our effective tax rate for the three months ended March 31, 2023 differs from the U.S. federal statutory income tax rate of 21% primarily due to excess tax benefits related to stock based compensation, partially offset by higher capitalization of research and development expenses under ~~new~~ tax regulations effective in 2022 and a full valuation allowance recorded against our net U.S. deferred tax assets. ~~Our effective~~

Based on our ongoing assessment of all available evidence, both positive and negative, including consideration of our historical profitability and the estimated impact of our operating model on future profitability, we concluded that it was more likely than not that our U.S. deferred tax ~~rate for the three months ended~~assets in excess of deferred tax liabilities would not be realized and recorded a valuation allowance against these net U.S. deferred tax assets as of March 31, ~~2021 was lower than~~2024. Our judgment regarding the ~~U.S. federal statutory~~likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to our income tax ~~rate~~provision in the period of ~~21% primarily due~~change. Given our current earnings projections, sufficient positive evidence may become available for us to ~~excess tax benefits related~~release all, or a portion, of the valuation allowance within the next nine months. However, the timing and amounts of such valuation allowance releases are subject to ~~stock-based compensation, and research and development credits, partially offset by non-deductible contingent consideration related to earnouts.~~change based on the level of profitability achieved in future periods.

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Non-GAAP Financial ~~Measure~~Measures

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

We compensate for these limitations by reconciling ~~Adjusted~~non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net ~~loss,~~income (loss), the most comparable GAAP financial ~~measure,~~measures, as follows:

Three Months Ended
March 31,
(in millions) 2022 2021
Net loss $ (10.5) $ (12.9)
Depreciation and amortization 7.2 6.2
Interest expense, net 0.2 0.3
Income tax provision (benefit) 1.2 (0.7)
Other losses, net — 0.1
Loss on impairment and on disposal of assets — 0.3
Change in fair value of contingent consideration related to earnouts 3.9 7.0
Deferred compensation related to earnouts 0.4 0.5
Stock-based compensation 6.5 2.3
Acquisition-related expense — 0.1
Adjusted EBITDA $ 8.9 $ 3.2
Net loss margin (8 %) (14 %)
Adjusted EBITDA margin1
7 % 4 %


	Three Months Ended March 31,
(in millions)	2024			2023
Income (loss) from operations	$	3.7		$	(0.8)
Depreciation and amortization	11.9			11.7
Acquisition-related retention	1.2			1.4
Capitalized internally developed software costs	(6.2)			(8.5)
Non-GAAP operating income	$	10.6		$	3.8

Operating income (loss) margin	2		%	(0		%)
Non-GAAP operating income margin1	7		%	2		%

Net income	$	1.1		$	1.7
Depreciation and amortization	11.9			11.7
Stock-based compensation	8.7			8.6
Acquisition-related retention	1.2			1.4
Interest income, net	(1.2)			(0.8)
Other losses, net	0.1			0.1
Income tax provision (benefit)	3.7			(1.8)
Adjusted EBITDA	$	25.5		$	20.9
Stock-based compensation	(8.7)			(8.6)
Capitalized internally developed software costs	(6.2)			(8.5)
Non-GAAP operating income	$	10.6		$	3.8

Net income margin	1		%	1		%
Adjusted EBITDA margin2	16		%	12		%

______________

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

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

See “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations —~~ Operations—Results of Operations” for a discussion of the ~~decrease~~changes in income (loss) from operations and net ~~loss~~income for the three months ended March 31, ~~2022~~2024 compared to the three months ended March 31, ~~2021.~~2023.

Non-GAAP operating income increased $6.8 million, or 176%, for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase was primarily driven by $3.7 million of income from operations for the three months ended March 31, 2024, as compared to a loss from operations of $0.8 million for the three months ended March 31, 2023, and a $2.3 million decrease in capitalized internally developed software costs.

Adjusted EBITDA increased $4.6 million, or 22%, for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase was primarily attributable to an income tax provision of $3.7 million for the three months ended March 31, 2024, as compared to an income tax benefit of $1.8 million for the three months ended March 31, 2023, partially offset by a $0.6 million decrease in net income.

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~~Adjusted EBITDA increased $5.7 million, or 179%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.~~ ~~The~~ increase was attributable to a $39.1 million increase in revenue, partially offset by higher expenses, primarily driven by a $27.5 million increase in sales and marketing expense, as we continued to invest in our business.

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 March 31, ~~2022)~~2024) and long-term (i.e., beyond the next twelve months), have historically been cash generated from operations and, more recently, sales of our common stock, and borrowings under our credit facilities. 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 March 31, ~~2022~~2024 and December 31, ~~2021,~~2023, we had cash and cash equivalents of ~~$161.6~~$110.9 million and ~~$167.8~~$100.4 million, respectively.

Known Contractual and Other Obligations

A description of contractual commitments as of March 31, ~~2022~~2024 is included in Note ~~5 –~~ 5–Commitments and Contingencies in the notes to our condensed consolidated financial statements.

More broadly, we also have purchase obligations under contractual arrangements with vendors and service providers, including for certain web-hosting and cloud computing services, which do not qualify for recognition on our condensed consolidated balance sheets but which we consider non-cancellable. During the three months ended March 31, ~~2022,~~2024, there have been no material changes in our purchase obligations as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations –~~ Operations–Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

In addition, as part of the acquisitions of KYM and Fundera, both in 2020, the Company committed to pay additional amounts of up to $11 million and $66 million, respectively, related to contingent earn-out consideration over the succeeding years based, in part, on the achievement of certain financial metrics related to 2021 and 2022. Based on fair value measurements for these contingent consideration liabilities as of March 31, 2022 (see Note 3 – Fair Value Measurements in the notes to our condensed consolidated financial statements), $30.5 million relates to amounts to be paid over the next twelve months and $28.1 million relates to amounts to be settled beyond the next twelve months.2023.

Trends, Uncertainties and Anticipated Sources of Funds

In order to grow our business, we intend to ~~increase our personnel and related expenses and to~~ make significant investments in our ~~business.~~business, which may result in increases in our personnel and related expenses. The timing and amount of these investments will vary based on our financial condition, the rate at which we add new personnel and the scale of our development, as well as ~~the extent and duration of the COVID-19 pandemic and its impact on~~ the macro-economic environment. Many of these investments will occur in advance of our experiencing any direct benefit from them, which could negatively impact our liquidity and cash flows during any particular period and may make it difficult to determine if we are effectively allocating our resources. However, we expect to fund our operations, capital expenditures and other investments principally with cash flows from operations, and to the extent that our liquidity needs exceed our cash from operations, we would look to our cash on hand to satisfy those needs.

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 that our Board of Directors approved a share repurchase authorization under which we may repurchase up to an additional $30 million of our Class A common stock (collectively, the Repurchase Plans). Subject to market conditions and other factors, the Repurchase Plans are intended to make opportunistic repurchases of our Class A common stock to reduce our outstanding share count. Under the Repurchase Plans, 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 Plans do not have fixed expiration dates and do not obligate us to acquire any specific number of shares. The timing and terms of any repurchases under the Repurchase Plans are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. Additionally, we may, from time to time, enter into Rule 10b-5 trading plans to facilitate repurchases. Shares repurchased under the Repurchase Plans are retired. We expect to fund repurchases with existing cash and cash equivalents. We did not repurchase any shares of Class A common stock during the three months ended March 31, 2024.

We, including three of our wholly-owned subsidiaries, maintain a credit agreement (the Credit Agreement) with JPMorgan Chase Bank, National Association, as Administrative Agent, and a syndicate of lenders. The Credit Agreement provides for a $125.0 million senior secured revolving credit facility (the Credit Facility), with the option to increase up to an additional $75.0 million, and is available to be used by us and certain of our domestic subsidiaries for general corporate purposes, including acquisitions. The Credit Facility matures on September 26, 2028. We had no outstanding balance on our Credit Agreement as of March 31, 2024 or December 31, 2023. The available amount to borrow under our Credit Agreement was $123.7 million at both March 31, 2024 and December 31, 2023, which was equal to the available amount under the credit agreement of $125.0 million, net of letters of credit of $1.3 million. Our Credit Agreement contains certain customary financial and non-financial covenants. We were in compliance with all covenants as of March 31, 2024 and December 31, 2023.

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We believe our current cash and cash equivalents and future cash flow from operations, ~~and~~as well as access to our ~~credit facility~~Credit Agreement, will be sufficient to meet our ongoing working capital, capital expenditure and other liquidity requirements for ~~at least~~the next twelve months ~~from the date of this filing. If necessary, we may borrow up to $100 million under our credit facility with Silicon Valley Bank~~ and certain other lenders, subject to borrowing conditions. We had no outstanding balance on our credit facility as of March 31, 2022 or December 31, 2021. Our credit facility contains certain financial and non-financial covenants. We were in compliance with all covenants as of March 31, 2022 and December 31, 2021.beyond.

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

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Sources and Uses of Capital Resources

The following table summarizes our cash flows:

Three Months Ended
March 31,
(in millions) 2022 2021
Net cash provided by (used in) operating activities $ 1.6 $ (3.6)
Net cash used in investing activities (8.5) (5.4)
Net cash provided by (used in) financing activities 0.7 (13.8)
Net decrease in cash and cash equivalents $ (6.2) $ (22.8)


	Three Months Ended March 31,
(in millions)	2024		2023
Net cash provided by operating activities	$	22.7	$	16.4
Net cash used in investing activities	(13.5)		(7.6)
Net cash provided by financing activities	1.3		8.1

Net increase in cash and cash equivalents	$	10.5	$	16.9

Operating activities

Net cash provided by operating activities increased ~~$5.2~~$6.3 million in the three months ended March 31, ~~2022~~2024 compared to the three months ended March 31, ~~2021, due to a $2.4 million decrease in net loss, a $1.4~~2023, as an $8.0 million decrease in net cash outflow from changes in operating assets and liabilities ~~and a $1.4~~was partially offset by decreases of $1.1 million ~~increase~~ in non-cash ~~charges.~~charges and $0.6 million in net income. The decrease in net cash outflow from changes in operating assets and liabilities was primarily due to ~~increases~~decreases of ~~$3.2~~$5.6 million in prepaid expenses and other assets, $4.8 million in accounts payable, and ~~$1.8~~$3.8 million ~~in operating lease liabilities, and a $1.2 million decrease in accounts receivable, partially offset by a $4.4 million decrease~~ in accrued expenses and other current ~~liabilities.~~liabilities, partially offset by an increase of $6.7 million in accounts receivable. The ~~increase~~decrease in non-cash charges was primarily due to increases of $4.2 million in stock-based compensation, $1.0 million in depreciation and amortization, and $0.6 million in deferred taxes. These increases were partially offset by decreases of $3.1 million in the change in fair value of contingent consideration related to earnouts anda $1.2 million decrease in ~~non-cash lease costs.~~other, net.

Investing activities

Net cash used in investing activities increased ~~$3.1~~$5.9 million in the three months ended March 31, ~~2022~~2024 compared to the three months ended March 31, ~~2021,~~2023, primarily due to ~~increases~~an $8.1 million purchase of ~~$1.7~~an investment in the three months ended March 31, 2024, partially offset by a $1.9 million ~~in purchases of property and equipment and $1.4 million~~decrease in capitalized software development costs.

Financing activities

Net cash provided by financing activities ~~increased $14.5~~decreased $6.8 million in the three months ended March 31, ~~2022~~2024 compared to the three months ended March 31, ~~2021,~~2023, primarily due to ~~cash outflows in the prior-year period for repurchases of $12.4~~a $6.7 million for Class F common stock, $2.1 million for Series A redeemable convertible preferred stock, and $1.4 million for stock options. The increase in cash provided by financing activities related to these prior-year repurchases were partially offset by a $2.4 million decrease ~~in proceeds~~ from exercises of stock options.

Critical Accounting Policies and Estimates

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

During the three months ended March 31, ~~2022,~~2024, there have been no material changes in our critical accounting policies as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations –~~ Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2023.

~~Recently Issued and Adopted Accounting Pronouncements~~

~~For information on recent accounting pronouncements, see Note 1 – The Company and Basis of Presentation in the notes to our condensed consolidated financial statements.~~

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

During the three months ended March 31, ~~2022,~~2024, there were no material changes from the market risk disclosures in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2023.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of March 31, ~~2022.~~2024. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective as of March 31, ~~2022.~~2024.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, ~~2022~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and the Company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2023 and in our subsequent periodic filings with the ~~SEC.~~Securities and Exchange Commission.

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

Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None.~~Securities Trading Plans of Directors or Executive Officers

During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1 of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K), except as noted below.

On February 20, 2024, Samuel Yount, General Manager, Consumer Credit, adopted a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act as currently in effect (the Yount Trading Plan). The Yount Trading Plan has a duration of July 2, 2024 to June 20, 2025, and provides for the sale of up to 948,597 shares of the Company’s Class A common stock.

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Item 6. Exhibits.

(a) Exhibits.

Exhibit

Number

Description of Exhibit

Location

~~10.1~~10.1+

~~Second Amendment, dated March 15, 2022, to the Amended and Restated Senior Secured Credit Facilities Credit~~Form of Performance Sto ck Option Agreement ~~between Silicon Valley Bank and the Registrant, dated February 19, 2021, as amended.~~

~~Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K (No. 001-40994) filed March 24, 2022~~Filed herewith

31.1

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

31.2

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

32.1*

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Furnished herewith

32.2*

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Furnished herewith

101.INS

Inline XBRL Instance Document.(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

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

_____________

+ Indicates a management contract or compensatory plan.

* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2224

Table of Contents

SIGNATURES

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

NERDWALLET, INC.

Date:

~~May 3, 2022~~April 25, 2024

By:

/s/ Lauren StClair

Lauren StClair

Chief Financial Officer

2325


	Outstanding Stock Options (in thousands)	Weighted- Average Exercise Price	Weighted- Average Contractual Life (Years)	Aggregate Intrinsic Value (in millions)
Balance as of December 31, 2021	6,443	$8.84	6.5	$45.3
Granted	725	$12.64
Exercised	(154)	$6.19
Cancelled/forfeited	(108)	$10.66
Balance as of March 31, 2022	6,906	$9.27	6.7	$25.5
Vested and exercisable as of March 31, 2022	4,197	$6.34	5.2	$24.1


	Number of Units (in thousands)	Weighted-Average Grant-Date Fair Value
Nonvested as of December 31, 2021	3,818	$	18.07
Granted	559	$	12.76
Vested	(262)	$	16.70
Forfeited	(204)	$	17.28
Nonvested as of March 31, 2022	3,911	$	17.45