Nerdwallet, Inc 10-Q for FY2025 Q3
Nerdwallet, Inc. (NRDS)
10-Q
2025-11-06
For: 2025-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Nerdwallet, Inc filed this 10-Q on November 6, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $215.1M
- up 12.4% from $191.3M a year earlier
- Net income
- $26.3M
- up 26200.0% from net income of $100K a year earlier
- Diluted EPS
- $0.34
- compared with $0.00 a year earlier
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 September 30, 2025
OR
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(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 | ||||||
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 | ☐ | ☒ | |||||||||
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 41,027,578 shares of Class A common stock and 31,685,652 shares of Class B common stock as of October 30, 2025.
Index to Form 10-Q
Page | |||||||||||
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve significant risks and uncertainties. Except for statements of historical facts, all statements contained in this Quarterly Report on Form 10-Q are forward-looking. These statements often contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or similar terms, including their negatives. These forward-looking statements include, but are not limited to, statements regarding:
•the impact of macroeconomic developments, including inflation, interest rates, credit market conditions and general economic uncertainty, on our business, operating results, financial condition, and stock price;
•our expectations regarding future financial and operational performance, including total revenue, cost of revenue, non‑GAAP operating income (loss) and adjusted EBITDA;
•our ability to grow traffic, engagement, and monetization on our platform;
•expected returns on marketing investments and brand campaigns;
•consumer demand for products and services offered through our platform;
•our ability to increase user registrations, improve repeat usage rates, and convert users into matches with financial services partners;
•expansion within existing and new verticals, including new products, services, and features that are competitive, compliant with applicable regulations, and responsive to market needs;
•changing geographic operations;
•maintaining and expanding relationships with existing financial services partners and identifying new ones;
•developing scalable technology and data capabilities to provide personalized guidance and enhance user engagement;
•strengthening brand awareness, credibility, and consumer trust;
•producing high quality, engaging consumer content and tools;
•adapting to evolving consumer financial interests and behaviors;
•competing effectively in existing and new markets;
•maintaining the security, reliability, and availability of our platform;
•protecting and enhancing our intellectual property portfolio;
•attracting, developing, and retaining highly skilled and diverse talent;
•complying with evolving laws, regulations, and supervisory expectations applicable to our business;
•the adequacy of our cash, cash equivalents, and investments to meet liquidity needs;
•managing growth, scaling infrastructure, and preserving our corporate culture;
•identifying, executing, and successfully integrating acquisitions;
•entering new financial services markets, and meeting associated regulatory complexities; and
•achieving expected synergies, accretion, and other benefits from completed acquisitions.
1
These forward-looking statements are not guarantees of future performance and should not be relied upon as predictions of future events. They are based on our current expectations, estimates, and projections regarding future events and trends that may affect our business, financial condition, and operating results. These expectations are subject to various risks, uncertainties, and assumptions, including those 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, 2024, as well as in our subsequent periodic filings with the U.S. Securities and Exchange Commission.
Our industry is highly competitive and rapidly evolving, and new risks and uncertainties may arise that we cannot predict. As a result, actual results, events, or circumstances may differ materially from those reflected in our forward-looking statements.
Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof. We undertake no obligation to update any such statements in this Quarterly Report on Form 10-Q to reflect subsequent events, new information, or unexpected developments, except as required by law. These statements also do not reflect potential impacts from future acquisitions, mergers, dispositions, joint ventures, or investments.
Additionally, statements that include “we believe” or similar expressions represent our beliefs and opinions as of the date of this Quarterly Report on Form 10-Q. While we believe the information supporting these statements is reasonable, it may be incomplete or subject to change. Investors should not interpret these statements as assurances that we have conducted an exhaustive inquiry or review of all relevant information. Given their inherent uncertainty, investors should not place undue reliance on these statements.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
NERDWALLET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
| September 30, 2025 | December 31, 2024 | |||||||||||||
| (in millions, except share amounts which are in thousands and per share amounts) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable—net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, equipment and software—net | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets—net | ||||||||||||||
Deferred tax asset—noncurrent | ||||||||||||||
| Right-of-use assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Other liabilities—noncurrent | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 5) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Preferred stock—$ | ||||||||||||||
Common stock—$ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||||||||
See notes to condensed consolidated financial statements.
3
NERDWALLET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
(in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||
Income from Operations | ||||||||||||||||||||||||||
Other income, net: | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
Other gains (losses), net | ( | |||||||||||||||||||||||||
Total other income, net | ||||||||||||||||||||||||||
Income before income taxes | ||||||||||||||||||||||||||
Income tax provision | ||||||||||||||||||||||||||
Net Income (Loss) | $ | $ | $ | $ | ( | |||||||||||||||||||||
Net Income (Loss) per Share Attributable to Common Stockholders | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | |||||||||||||||||||||
Weighted-average Shares Used in Computing Net Income (Loss) per Share Attributable to Common Stockholders | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
4
NERDWALLET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unaudited
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
(in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net Income (Loss) | $ | $ | $ | $ | ( | |||||||||||||||||||||
Other Comprehensive Income (Loss): | ||||||||||||||||||||||||||
| Change in foreign currency translation | ( | |||||||||||||||||||||||||
Comprehensive Income (Loss) | $ | $ | $ | $ | ( | |||||||||||||||||||||
See notes to condensed consolidated financial statements.
5
NERDWALLET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Unaudited
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Stockholders’ Equity | ||||||||||||||||||||||||||||||||||
| (in millions, except share amounts which are in thousands) | Shares | Amount | ||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to settlement of restricted stock units | — | — | ||||||||||||||||||||||||||||||||||||
| Class A common stock withheld related to net share settlement of restricted stock units | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon exercise of stock options | — | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to settlement of restricted stock units | — | — | ||||||||||||||||||||||||||||||||||||
| Class A common stock withheld related to net share settlement of restricted stock units | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
Issuance of Class A common stock under Employee Stock Purchase Plan | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon exercise of stock options | — | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to settlement of restricted stock units | — | — | ||||||||||||||||||||||||||||||||||||
| Class A common stock withheld related to net share settlement of restricted stock units | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
6
NERDWALLET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Unaudited
| 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, 2023 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon exercise of stock options | — | |||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock pursuant to settlement of restricted stock units | — | — | ||||||||||||||||||||||||||||||||||||
| Class A common stock withheld related to net share settlement of restricted stock units | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon exercise of stock options | — | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to settlement of restricted stock units | — | — | ||||||||||||||||||||||||||||||||||||
| Class A common stock withheld related to net share settlement of restricted stock units | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | ||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon exercise of stock options | — | |||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to settlement of restricted stock units | — | — | ||||||||||||||||||||||||||||||||||||
| Class A common stock withheld related to net share settlement of restricted stock units | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2024 | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
7
NERDWALLET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
| Nine Months Ended September 30, | ||||||||||||||
(in millions) | 2025 | 2024 | ||||||||||||
| Operating Activities: | ||||||||||||||
Net income (loss) | $ | $ | ( | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Deferred taxes | ( | |||||||||||||
| Non-cash lease costs | ||||||||||||||
Other losses, net | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | ( | ||||||||||||
| Prepaid expenses and other assets | ( | |||||||||||||
Mortgage loans held for sale | ( | |||||||||||||
| Accounts payable | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||
| Other liabilities | ||||||||||||||
Net cash provided by operating activities | ||||||||||||||
| Investing Activities: | ||||||||||||||
Purchase of investments | ( | ( | ||||||||||||
| Capitalized software development costs | ( | ( | ||||||||||||
| Purchase of property and equipment | ( | ( | ||||||||||||
Business combination | ( | |||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Financing Activities: | ||||||||||||||
Net borrowing on warehouse line of credit | ||||||||||||||
| Proceeds from exercise of stock options | ||||||||||||||
| Tax payments related to net-share settlements on restricted stock units | ( | ( | ||||||||||||
Issuance of Class A common stock under Employee Stock Purchase Plan | ||||||||||||||
Repurchase of Class A common stock | ( | ( | ||||||||||||
Net cash used in financing activities | ( | ( | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and Cash Equivalents: | ||||||||||||||
| Beginning of period | ||||||||||||||
| End of period | $ | $ | ||||||||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||||||||||||||
| Capitalized software development costs recorded in accounts payable and accrued expenses and other current liabilities | $ | $ | ||||||||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||||||||
| Income tax payments | $ | $ | ||||||||||||
| Cash paid for interest | ||||||||||||||
| Supplemental Cash Flow Disclosure Related to Operating Leases: | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||||||||
Lease liabilities arising from obtaining right-of-use assets | ||||||||||||||
See notes to condensed consolidated financial statements.
8
NERDWALLET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
1.The Company and Basis of Presentation
The 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 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, 2024.
Segments—The Company has one operating segment. The measure of segment assets is presented as total assets in the condensed consolidated balance sheets.
Components of segment costs and expenses, along with a reconciliation to income (loss) from operations, are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Costs and Expenses: | ||||||||||||||||||||||||||
| Performance marketing | ||||||||||||||||||||||||||
| Brand marketing | ||||||||||||||||||||||||||
Personnel-related expenses1 | ||||||||||||||||||||||||||
Stock-based compensation1 | ||||||||||||||||||||||||||
| Capitalized internally developed software costs | ( | ( | ( | ( | ||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
Other segment costs and expenses2 | ||||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||
Income from Operations | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Gross of capitalized internally developed software costs.
(2) Primarily includes cost of revenue and non-personnel-related operating expenses (each excluding depreciation and amortization), restructuring charges, and acquisition-related retention and expenses.
Other segment items included in consolidated net income (loss) are presented in the condensed consolidated statements of operations, and comprised of other income (expense), net, and income tax provision (benefit).
9
NERDWALLET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Sales and Marketing—Components of sales and marketing expenses are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Performance marketing | $ | $ | $ | $ | ||||||||||||||||||||||
| Brand marketing | ||||||||||||||||||||||||||
| Organic and other marketing | ||||||||||||||||||||||||||
Total Sales and Marketing | $ | $ | $ | $ | ||||||||||||||||||||||
Business Combination—On June 13, 2025, the Company acquired a privately-held financial services company for a purchase consideration of $5.0 million in cash. This acquisition has been accounted for as a business combination. The fair value of assets acquired totaled $2.0 million and was comprised of intangible assets for customer relationships with a three-year estimated useful life, and the Company recorded $3.0 million of goodwill.
The contribution from this acquisition following the closing date through September 30, 2025 was not
Lease Amendment—In April 2025, the Company commenced an amendment of an operating lease for office space in Arizona, and recorded a $4.0 million right-of-use (ROU) asset and $4.0 million of corresponding operating lease liabilities. The amendment expires in 2030, with total remaining future lease payments of $4.7 million as of September 30, 2025. The amendment also includes options for extension or early termination of the lease, neither of which options are certain to be exercised by the Company and, accordingly, are excluded from the calculations of ROU assets and lease liabilities recognized.
Significant Accounting Policies—During the nine months ended September 30, 2025, there have been no material changes to the Company’s significant accounting policies as disclosed in Note 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, 2024.
Recently Issued Accounting Pronouncements Not Yet Adopted—In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue From Contracts with Customers. The practical expedient allows an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The guidance in ASU 2025-05 is effective on an annual and interim basis, and will be required to be applied for the year ending December 31, 2026 for public business entities, with early adoption permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The guidance should be applied on a prospective basis.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which amends certain aspects of the accounting for and disclosure of software costs, including eliminating consideration of software project development stages and providing enhanced guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. The guidance in ASU 2025-06 is effective on an annual and interim basis, and will be required to be applied for the year ending December 31, 2028 for public business entities, with early adoption permitted as of the beginning of an annual reporting period. The guidance may be applied on a prospective, retrospective, or modified prospective basis.
The Company is currently evaluating the impact of the adoptions of these new standards on the Company’s condensed consolidated financial statements.
10
NERDWALLET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
2.Revenue
The following presents a disaggregation of the Company’s revenue based on product category:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Insurance | $ | $ | $ | $ | ||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||||
SMB products | ||||||||||||||||||||||||||
| Loans | ||||||||||||||||||||||||||
Emerging verticals | ||||||||||||||||||||||||||
Total Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Revenue recognized during the nine months ended September 30, 2025 which was deferred as of December 31, 2024, was immaterial . During the nine months ended September 30, 2024, the Company recognized $4.1
The contract asset recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet related to estimated variable consideration was $4.5 million and $6.8 million as of September 30, 2025 and December 31, 2024, respectively.
3.Fair Value Measurements
The Company’s assets 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 September 30, 2025 | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents—money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Certificate of deposit | ||||||||||||||||||||||||||
Mortgage loans held for sale | ||||||||||||||||||||||||||
Total Assets Measured at Fair Value | $ | $ | $ | $ | ||||||||||||||||||||||
| (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, 2024 | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents—money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Certificate of deposit | ||||||||||||||||||||||||||
Mortgage loans held for sale | ||||||||||||||||||||||||||
| Total Assets Measured at Fair Value | $ | $ | $ | $ | ||||||||||||||||||||||
11
NERDWALLET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
4.Significant Condensed Consolidated Balance Sheet Components
During the three and nine months ended September 30, 2025, the Company made a strategic investment of $2.0 2.0 million as of September 30, 2025, and there were no related changes in carrying amount or impairment during the three and nine months ended September 30, 2025.
Property, equipment and software, net includes capitalized software development costs, net of accumulated amortization, of $30.7 million and $40.5 million as of September 30, 2025 and December 31, 2024, respectively. The Company capitalized $5.6 million and $15.4 million of software development costs during the three and nine months ended September 30, 2025, respectively, and $5.7 million and $19.0 million during the three and nine months ended September 30, 2024, respectively. The Company recorded amortization expense related to capitalized software development costs of $7.6 million and $25.3 million during the three and nine months ended September 30, 2025, respectively, and $9.0 million and $25.3 million during the three and nine months ended September 30, 2024, respectively.
include unbilled accounts payable of $44.0 million and $33.7 million, short‑term borrowings under a warehouse line of credit of $5.8 million and $2.5 million, and operating lease liabilities of $1.9 million and $2.3 million, as of September 30, 2025 and December 31, 2024, respectively.
includes operating lease liabilities of $6.6 million and $4.1 million as of September 30, 2025 and December 31, 2024, respectively.
5.Commitments and Contingencies
Commitments and Other Financial Arrangements—The Company has certain financial commitments and other arrangements including unused letters of credit, commitments under leases, and an outstanding warehouse line of credit. See Note 7–Leases for discussion of an amendment of an operating lease for office space. As of September 30, 2025, there were no other material changes to the Company’s commitments and other financial arrangements as disclosed in Note 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, 2024.
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 September 30, 2025 or December 31, 2024.
12
NERDWALLET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
6.Stockholders’ Equity
Share Repurchase Program—The Company maintains a plan, authorized by its Board of Directors in May 2023 with subsequent additional share repurchase authorizations as approved by the Board of Directors, including a $50.0 million additional share repurchase authorization announced on September 13, 2025, under which the Company may repurchase shares of the Company’s Class A common stock (collectively, the Repurchase Program).
The Company repurchased 1.8 19.2 5.7 million and 5.8 million shares, respectively, for $71.1 million and $72.2 million, respectively, during the three and nine months ended September 30, 2024. Additionally, the Company paid $0.3 million of excise taxes during the nine months ended September 30, 2025 which related to previous share repurchases. The remaining share repurchase authorization under the Repurchase Program is $55.8 million as of September 30, 2025.
Between October 1, 2025 and November 5, 2025, the Company repurchased 2.3 million shares of Class A common stock for $25.5 million. The remaining share repurchase authorization under the Repurchase Program is $30.3 million as of November 5, 2025.
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 3.7 million shares effective January 1, 2025.
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, 20241 | $ | $ | ||||||||||||||||||||||||
Granted2 | $ | |||||||||||||||||||||||||
| Exercised | ( | $ | ||||||||||||||||||||||||
Cancelled/forfeited2 | ( | $ | ||||||||||||||||||||||||
Balance as of September 30, 20251 | $ | $ | ||||||||||||||||||||||||
Vested and exercisable as of September 30, 2025 | $ | $ | ||||||||||||||||||||||||
______________
(1)Includes 0.2 million of stock options with both service-based and performance-based conditions.
(2)Includes 0.1 million of stock options with both service-based and performance-based conditions.
The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2025 was $5.96 per share. The aggregate intrinsic value of options exercised was immaterial for the nine months ended September 30, 2025.
The per-share fair value of each stock option granted was determined on the date of grant using the following weighted-average assumptions:
| Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Expected volatility | % | % | ||||||||||||
| Expected term (in years) | ||||||||||||||
| Risk-free interest rate | % | % | ||||||||||||
13
NERDWALLET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
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, 20241 | $ | |||||||||||||
Granted1 | $ | |||||||||||||
Vested1 | ( | $ | ||||||||||||
Forfeited | ( | $ | ||||||||||||
Nonvested as of September 30, 20251 | $ | |||||||||||||
______________
(1)Includes less than 0.1 million of RSUs with both service-based and performance-based conditions.
The total fair value of shares that vested under RSUs was $25.8 million during the nine months ended September 30, 2025.
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 0.7 million effective January 1, 2025. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $0.2 million and $0.7 million during the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.4 million during the three and nine months ended September 30, 2024, respectively.
Stock-Based Compensation—The Company recognized stock-based compensation under the Plans and ESPP as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Research and development | $ | $ | $ | $ | ||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
Total Stock-based Compensation | $ | $ | $ | $ | ||||||||||||||||||||||
In addition, stock-based compensation capitalized related to software development costs was $0.9 million and $0.7 million during the three months ended September 30, 2025 and 2024, respectively, and $2.5 million and $2.9 million during the nine months ended September 30, 2025 and 2024, respectively.
14
NERDWALLET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
7.Income Taxes
The Company’s tax provision for the three and nine months ended September 30, 2025 was determined using an estimated annual effective tax rate which is adjusted for discrete items occurring during the periods presented. The Company’s tax provision for the three and nine months ended September 30, 2024 was determined using a discrete effective tax rate method, as allowed by ASC Topic 740-270, Income Taxes, Interim Reporting, as the Company had determined that small changes in estimated “ordinary” income would have resulted in significant changes in the estimated annual effective tax rate.
The Company’s effective tax rate for the three and nine months ended September 30, 2025 differs from the U.S. federal statutory income tax rate of 21% primarily due to discrete items related to stock-based compensation and uncertain tax positions. The primary difference between the Company’s effective tax rate and the statutory federal income tax rate for the three and nine months ended September 30, 2024 was the full valuation allowance previously maintained on the Company’s federal, state and foreign deferred tax attributes. During the three months ended December 31, 2024, the Company concluded that it was more likely than not that the Company will be able to fully realize its net U.S. Federal and majority state deferred tax assets, with a significant improvement in the Company’s profitability, coupled with anticipated future earnings, deemed to provide positive evidence to support sufficient taxable income in future periods, and accordingly recorded a valuation allowance release. The Company continues to maintain a valuation allowance on its California deferred tax assets, which consist primarily of tax credits, as of September 30, 2025. The Company’s judgment regarding the likelihood of realization of its 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.
On July 4, 2025, the United States enacted tax reform legislation through An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14, commonly known as the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. The Company has incorporated the new legislation into its income tax provision, as applicable, and determined that there was no material impact on the Company’s tax provision for 2025.
8.Net Income (Loss) per Basic and Diluted Share
The following table provides the basic and diluted per share computations for net income (loss) attributable to common stockholders:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
Net income (loss) attributable to common stockholders—basic and diluted | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
Weighted-average shares of common stock—basic | ||||||||||||||||||||||||||
Effect of dilutive RSUs, stock options and ESPP shares | ||||||||||||||||||||||||||
Weighted-average shares of common stock—diluted | ||||||||||||||||||||||||||
Net income (loss) per share attributable to common stockholders: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | |||||||||||||||||||||
The following common stock equivalents were excluded from the computation of diluted net income (loss) per share because including them would have been antidilutive:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Shares subject to outstanding stock options and RSUs | ||||||||||||||||||||||||||
ESPP | ||||||||||||||||||||||||||
15
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, 2024.
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, app, and financial service provider, NerdWallet provides 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 and Canada.
Non-GAAP Financial Measures
We collect, review and analyze operating and financial data of our business to assess our ongoing performance and compare our results to prior period results. In addition to revenue, net income (loss) and other results under generally accepted accounting principles (GAAP), the following sets forth the non-GAAP financial measures we use to evaluate our business.
We use 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, (5) acquisition-related costs, and (6) restructuring charges. 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 income (expense), net, other gains (losses), net, and provision (benefit) for income taxes, and further exclude (1) impairment of right-of-use asset, (2) losses (gains) on disposals of assets, (3) change in fair value of contingent consideration related to earnouts, (4) deferred compensation related to earnouts, (5) stock-based compensation, (6) acquisition-related costs, and (7) restructuring charges.
The above items are excluded from our non-GAAP operating income (loss) and adjusted EBITDA measures because these items are non-cash in nature, or because the 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.
16
We believe that non-GAAP operating income (loss) and adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results and in comparing operating results across periods. Moreover, non-GAAP operating income (loss) and adjusted EBITDA are key 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 these non-GAAP financial measures have certain limitations because they do not reflect all items of income and expense that affect our operations. Non-GAAP operating income (loss) and adjusted EBITDA have limitations as financial measures, should be considered as supplemental in nature, and are not meant as substitutes for the related financial information prepared in accordance with GAAP. These limitations include the following:
•Non-GAAP operating income (loss) and adjusted EBITDA exclude certain recurring, non-cash charges, such as amortization of software, depreciation of property and equipment, amortization of intangible assets, impairment of right-of-use asset, and (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 non-GAAP operating income (loss) and adjusted EBITDA do not reflect all cash requirements for such replacements or for new capital expenditure requirements;
•Non-GAAP operating income (loss) and adjusted EBITDA exclude certain acquisition-related costs, including acquisition-related retention compensation under compensatory retention agreements with certain key employees, acquisition-related transaction expenses, contingent consideration fair value adjustments related to earnouts, and deferred compensation related to earnouts;
•Non-GAAP operating income (loss) and adjusted EBITDA exclude restructuring charges primarily consisting of severance payments, stock-based compensation, employee benefits, and related expenses for impacted employees, as well as contract termination costs, associated with our Restructuring Plan;
•Adjusted EBITDA excludes stock-based compensation, including for acquisition-related inducement awards, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy; and
•Adjusted EBITDA does not reflect interest income (expense) and other gains (losses), net, which include unrealized and realized gains and losses on foreign currency exchange, as well as certain nonrecurring gains (losses).
In addition, non-GAAP operating income (loss) and adjusted EBITDA as we define them may not be comparable to similarly titled measures used by other companies. Because of these limitations, you should consider non-GAAP operating income (loss) and adjusted EBITDA alongside other financial performance measures, including income (loss) from operations, net income (loss) and our other GAAP results.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measures” for reconciliations of non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net income (loss), the most directly comparable respective GAAP financial measures.
17
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
(in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 215.1 | $ | 191.3 | $ | 611.2 | $ | 503.8 | ||||||||||||||||||
Costs and Expenses: | ||||||||||||||||||||||||||
| Cost of revenue | 15.3 | 17.7 | 50.1 | 46.8 | ||||||||||||||||||||||
Research and development1 | 15.7 | 23.0 | 50.4 | 66.4 | ||||||||||||||||||||||
Sales and marketing1 | 135.3 | 128.1 | 423.0 | 342.1 | ||||||||||||||||||||||
General and administrative1 | 14.4 | 15.9 | 41.9 | 47.8 | ||||||||||||||||||||||
| Total costs and expenses | 180.7 | 184.7 | 565.4 | 503.1 | ||||||||||||||||||||||
Income from Operations | 34.4 | 6.6 | 45.8 | 0.7 | ||||||||||||||||||||||
| Other income, net: | ||||||||||||||||||||||||||
| Interest income | 1.0 | 1.3 | 2.5 | 4.2 | ||||||||||||||||||||||
| Interest expense | (0.2) | (0.1) | (0.5) | (0.5) | ||||||||||||||||||||||
| Other gains (losses), net | 0.3 | — | 0.5 | (0.1) | ||||||||||||||||||||||
| Total other income, net | 1.1 | 1.2 | 2.5 | 3.6 | ||||||||||||||||||||||
| Income before income taxes | 35.5 | 7.8 | 48.3 | 4.3 | ||||||||||||||||||||||
| Income tax provision | 9.2 | 7.7 | 13.6 | 12.5 | ||||||||||||||||||||||
Net Income (Loss) | $ | 26.3 | $ | 0.1 | $ | 34.7 | $ | (8.2) | ||||||||||||||||||
______________
(1)Includes stock-based compensation as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
(in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Research and development | $ | 2.0 | $ | 3.7 | $ | 6.6 | $ | 9.4 | ||||||||||||||||||
| Sales and marketing | 1.7 | 2.3 | 6.4 | 7.6 | ||||||||||||||||||||||
| General and administrative | 3.0 | 4.2 | 8.6 | 12.2 | ||||||||||||||||||||||
| Total stock-based compensation | $ | 6.7 | $ | 10.2 | $ | 21.6 | $ | 29.2 | ||||||||||||||||||
18
The following table sets forth the components of our condensed consolidated statements of operations as a percentage of revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenue | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||
Costs and Expenses: | ||||||||||||||||||||||||||
| Cost of revenue | 7 | 10 | 8 | 9 | ||||||||||||||||||||||
| Research and development | 7 | 12 | 8 | 13 | ||||||||||||||||||||||
| Sales and marketing | 63 | 67 | 69 | 68 | ||||||||||||||||||||||
| General and administrative | 7 | 8 | 7 | 10 | ||||||||||||||||||||||
| Total costs and expenses | 84 | 97 | 92 | 100 | ||||||||||||||||||||||
Income from Operations | 16 | 3 | 8 | — | ||||||||||||||||||||||
| Other income, net: | ||||||||||||||||||||||||||
| Interest income | — | 1 | — | 1 | ||||||||||||||||||||||
| Interest expense | — | — | — | — | ||||||||||||||||||||||
| Other gains (losses), net | — | — | — | — | ||||||||||||||||||||||
| Total other income, net | — | 1 | — | 1 | ||||||||||||||||||||||
| Income before income taxes | 16 | 4 | 8 | 1 | ||||||||||||||||||||||
| Income tax provision | 4 | 4 | 2 | 3 | ||||||||||||||||||||||
Net Income (Loss) | 12 | % | 0 | % | 6 | % | (2 | %) | ||||||||||||||||||
Income from operations increased $27.8 million, or 420%, and $45.1 million for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively, primarily driven by increases in revenue of $23.8 million and $107.4 million. Operating expenses decreased $4.0 million for the three months ended September 30, 2025 and increased $62.3 million for the nine months ended September 30, 2025, primarily attributable to increases of $7.2 million and $80.9 million in sales and marketing expenses, partially offset by decreases of $7.3 million and $16.0 million in research and development expenses. Additionally, cost of revenue decreased $2.4 million for the three months ended September 30, 2025 and increased $3.3 million for the nine months ended September 30, 2025.
Net income increased $26.2 million for the three months ended September 30, 2025, and was $34.7 million for the nine months ended September 30, 2025 as compared to a net loss of $8.2 million for the nine months ended September 30, 2024, primarily driven by increases in income from operations of $27.8 million and $45.1 million for the three and nine months ended September 30, 2025.
Revenue
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
(in millions) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
Insurance | $ | 70.9 | $ | 68.7 | $ | 2.2 | 3 | % | $ | 199.6 | $ | 119.6 | $ | 80.0 | 67 | % | ||||||||||||||||||||||||||||||||||
| Credit cards | 34.1 | 45.3 | (11.2) | (25 | %) | 106.9 | 141.4 | (34.5) | (24 | %) | ||||||||||||||||||||||||||||||||||||||||
SMB products | 23.6 | 27.8 | (4.2) | (15 | %) | 77.5 | 84.3 | (6.8) | (8 | %) | ||||||||||||||||||||||||||||||||||||||||
| Loans | 39.6 | 23.8 | 15.8 | 66 | % | 91.1 | 66.9 | 24.2 | 36 | % | ||||||||||||||||||||||||||||||||||||||||
Emerging verticals | 46.9 | 25.7 | 21.2 | 83 | % | 136.1 | 91.6 | 44.5 | 49 | % | ||||||||||||||||||||||||||||||||||||||||
Total Revenue | $ | 215.1 | $ | 191.3 | $ | 23.8 | 12 | % | $ | 611.2 | $ | 503.8 | $ | 107.4 | 21 | % | ||||||||||||||||||||||||||||||||||
Revenue increased $23.8 million, or 12%, and $107.4 million, or 21%, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively, primarily reflecting growth in Insurance products, Emerging verticals revenues, and Loans, partially offset by lower Credit cards revenue.
Insurance revenue includes revenue from consumer insurance products, including auto, life and pet insurance. Insurance revenue increased $2.2 million, or 3%, and $80.0 million, or 67%, for the three and nine months ended September 30, 2025, respectively, driven by strong growth in auto insurance products revenue for the nine months ended September 30, 2025 as carriers expanded budgets.
19
Credit cards revenue consists of revenue from consumer credit cards. Credit cards revenue decreased $11.2 million, or 25%, and $34.5 million, or 24%, for the three and nine months ended September 30, 2025, respectively, primarily due to continued pressures in organic search traffic that have persisted for multiple quarters.
SMB products revenue includes revenue from loans, credit cards and other financial products and services intended for small and mid-sized businesses. SMB products revenue decreased $4.2 million, or 15%, and $6.8 million, or 8%, for the three and nine months ended September 30, 2025, respectively, primarily due to continued pressures in organic search traffic.
Loans revenue includes revenue from personal loans, mortgages, student loans and auto loans. Loans revenue increased $15.8 million, or 66%, and $24.2 million, or 36%, for the three and nine months ended September 30, 2025, respectively, primarily due to increases of 91% and 42% in personal loans revenue, respectively, and 60% and 39% in mortgage loans revenue, respectively, as we continue to integrate our October 2024 acquisition of Next Door Lending LLC (NDL).
Emerging verticals revenue includes revenue from other product sources, including banking, investing and international. Emerging verticals revenue increased $21.2 million, or 83%, and $44.5 million, or 49%, for the three and nine months ended September 30, 2025, respectively, primarily driven by increases of 96% and 60% in banking revenue, respectively, due to higher demand for banking products.
Costs and Expenses
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 15.3 | $ | 17.7 | $ | (2.4) | (13 | %) | $ | 50.1 | $ | 46.8 | $ | 3.3 | 7 | % | ||||||||||||||||||||||||||||||||||
| Research and development | 15.7 | 23.0 | (7.3) | (31 | %) | 50.4 | 66.4 | (16.0) | (24 | %) | ||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 135.3 | 128.1 | 7.2 | 6 | % | 423.0 | 342.1 | 80.9 | 24 | % | ||||||||||||||||||||||||||||||||||||||||
| General and administrative | 14.4 | 15.9 | (1.5) | (10 | %) | 41.9 | 47.8 | (5.9) | (12 | %) | ||||||||||||||||||||||||||||||||||||||||
Total Costs and Expenses | $ | 180.7 | $ | 184.7 | $ | (4.0) | (2 | %) | $ | 565.4 | $ | 503.1 | $ | 62.3 | 12 | % | ||||||||||||||||||||||||||||||||||
Cost of revenue
Cost of revenue decreased $2.4 million, or 13%, for the three months ended September 30, 2025, primarily due to decreases of $1.4 million in amortization expense related to capitalized software development costs and $1.0 million related to third-party service and data charges. Cost of revenue increased $3.3 million, or 7%, for the nine months ended September 30, 2025, primarily due to a $3.4 million increase related to third-party service and data charges.
Research and development expense
Research and development expenses decreased $7.3 million, or 31%, and $16.0 million, or 24%, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively, primarily attributable to decreases of $1.9 million and $10.3 million in personnel-related costs, respectively, for our engineering, data and product management personnel and contractors, as well as a $5.6 million restructuring charge in the three and nine months ended September 30, 2024.
Sales and marketing expense
Components of sales and marketing expense, including as a percentage of total sales and marketing expense, are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Performance marketing | $ | 104.8 | 77 | % | $ | 91.9 | 72 | % | $ | 291.9 | 69 | % | $ | 206.0 | 60 | % | ||||||||||||||||||||||||||||||||||
| Brand marketing | 5.1 | 4 | % | 11.9 | 9 | % | 54.4 | 13 | % | 57.5 | 17 | % | ||||||||||||||||||||||||||||||||||||||
| Organic and other marketing | 25.4 | 19 | % | 24.3 | 19 | % | 76.7 | 18 | % | 78.6 | 23 | % | ||||||||||||||||||||||||||||||||||||||
Total Sales and Marketing | $ | 135.3 | 100 | % | $ | 128.1 | 100 | % | $ | 423.0 | 100 | % | $ | 342.1 | 100 | % | ||||||||||||||||||||||||||||||||||
We are able to adjust our marketing spend to reflect changes in external factors and consumer behavior.
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Sales and marketing expenses increased $7.2 million, or 6%, and $80.9 million, or 24%, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively, primarily due to increases of $12.9 million and $85.9 million in performance marketing expenses, respectively, partially offset by decreases of $6.8 million and $3.1 million in brand marketing expenses, respectively, for the three and nine months ended September 30, 2025.
General and administrative expense
General and administrative expenses decreased $1.5 million, or 10%, and $5.9 million, or 12%, for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, respectively, primarily attributable to decreases of $0.9 million and $5.5 million in personnel-related costs, respectively, as well as a $1.0 million restructuring charge in the three and nine months ended September 30, 2024.
Other income, net
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 1.0 | $ | 1.3 | $ | (0.3) | (23 | %) | $ | 2.5 | $ | 4.2 | $ | (1.7) | (41 | %) | ||||||||||||||||||||||||||||||||||
| Interest expense | (0.2) | (0.1) | (0.1) | 3 | % | (0.5) | (0.5) | — | (11 | %) | ||||||||||||||||||||||||||||||||||||||||
| Other gains (losses), net | 0.3 | — | 0.3 | 296 | % | 0.5 | (0.1) | 0.6 | NM | |||||||||||||||||||||||||||||||||||||||||
Total Other Income, net | $ | 1.1 | $ | 1.2 | $ | (0.1) | (10 | %) | $ | 2.5 | $ | 3.6 | $ | (1.1) | (31 | %) | ||||||||||||||||||||||||||||||||||
Other income, net decreased $0.1 million, or 10%, and $1.1 million, or 31%, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively, primarily attributable to lower interest income reflecting lower interest rates and average cash balances.
Income tax provision
The Company’s tax provision for the nine months ended September 30, 2025 was determined using an estimated annual effective tax rate which was adjusted for discrete items occurring during the period. The Company’s tax provision for the nine months ended September 30, 2024 was determined using a discrete effective tax rate method, as allowed by ASC Topic 740-270, Income Taxes, Interim Reporting, as the Company had determined that small changes in estimated “ordinary” income would have resulted in significant changes in the estimated annual effective tax rate.
We had income tax provisions of $9.2 million and $13.6 million for the three and nine months ended September 30, 2025, respectively, and $7.7 million and $12.5 million for the three and nine months ended September 30, 2024, respectively. Our effective tax rate was 25.8% and 28.1% for the three and nine months ended September 30, 2025, and 99.2% and 290.7% for the three and nine months ended September 30, 2024, respectively. Our effective tax rate for the three and nine months ended September 30, 2025 differs from the U.S. federal statutory income tax rate of 21% primarily due to discrete items related to stock-based compensation and uncertain tax positions. Our effective tax rate for the three and nine months ended September 30, 2024 differed from the U.S. federal statutory income tax rate of 21% primarily due to the valuation allowance previously maintained against our net U.S. deferred tax assets and state taxes, partially offset by research and development credits.
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. federal and majority state deferred tax assets are realizable, resulting in a valuation allowance release for federal and states, other than California, during the three months ended December 31, 2024. We continue to maintain a valuation allowance on our California deferred tax assets, which consist primarily of tax credits, as of September 30, 2025. Our judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to our income tax provision in the period of change.
On July 4, 2025, the United States enacted tax reform legislation through An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14, commonly known as the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. We have incorporated the new legislation into our income tax provision, as applicable, and determined that there was no material impact on our tax provision for 2025.
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Non-GAAP Financial Measures
Non-GAAP operating income (loss) and adjusted EBITDA as we define them may not be comparable to similarly titled measures used by other companies. Because of these limitations, you should consider non-GAAP operating income (loss) and adjusted EBITDA alongside other financial performance measures, including income (loss) from operations, net income (loss) and our other GAAP results.
We compensate for these limitations by reconciling non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net income (loss), the most comparable GAAP financial measures, as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Income from Operations | $ | 34.4 | $ | 6.6 | $ | 45.8 | $ | 0.7 | ||||||||||||||||||
| Depreciation and amortization | 11.6 | 12.9 | 36.9 | 37.0 | ||||||||||||||||||||||
| Acquisition-related retention | — | 0.8 | 1.6 | 3.3 | ||||||||||||||||||||||
Acquisition-related expenses | 0.9 | 0.5 | 1.7 | 0.6 | ||||||||||||||||||||||
Loss on disposal of assets | — | — | 0.3 | — | ||||||||||||||||||||||
Restructuring | — | 7.8 | 0.4 | 7.8 | ||||||||||||||||||||||
| Capitalized internally developed software costs | (5.6) | (5.7) | (15.4) | (18.6) | ||||||||||||||||||||||
Non-GAAP Operating Income | $ | 41.3 | $ | 22.9 | $ | 71.3 | $ | 30.8 | ||||||||||||||||||
Operating income margin | 16 | % | 3 | % | 7 | % | 0 | % | ||||||||||||||||||
Non-GAAP operating income margin1 | 19 | % | 12 | % | 12 | % | 6 | % | ||||||||||||||||||
Net Income (Loss) | $ | 26.3 | $ | 0.1 | $ | 34.7 | $ | (8.2) | ||||||||||||||||||
| Depreciation and amortization | 11.6 | 12.9 | 36.9 | 37.0 | ||||||||||||||||||||||
| Stock-based compensation | 6.7 | 8.7 | 21.6 | 27.7 | ||||||||||||||||||||||
| Acquisition-related retention | — | 0.8 | 1.6 | 3.3 | ||||||||||||||||||||||
Acquisition-related expenses | 0.9 | 0.5 | 1.7 | 0.6 | ||||||||||||||||||||||
| Loss on disposal of assets | — | — | 0.3 | — | ||||||||||||||||||||||
Restructuring | — | 7.8 | 0.4 | 7.8 | ||||||||||||||||||||||
Interest income, net | (0.8) | (1.2) | (2.0) | (3.7) | ||||||||||||||||||||||
Other (gains) losses, net | (0.3) | — | (0.5) | 0.1 | ||||||||||||||||||||||
Income tax provision | 9.2 | 7.7 | 13.6 | 12.5 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 53.6 | $ | 37.3 | $ | 108.3 | $ | 77.1 | ||||||||||||||||||
| Stock-based compensation | (6.7) | (8.7) | (21.6) | (27.7) | ||||||||||||||||||||||
| Capitalized internally developed software costs | (5.6) | (5.7) | (15.4) | (18.6) | ||||||||||||||||||||||
Non-GAAP Operating Income | $ | 41.3 | $ | 22.9 | $ | 71.3 | $ | 30.8 | ||||||||||||||||||
Net income (loss) margin | 12 | % | 0 | % | 6 | % | (2 | %) | ||||||||||||||||||
Adjusted EBITDA margin2 | 25 | % | 19 | % | 18 | % | 15 | % | ||||||||||||||||||
______________
(1)Represents 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—Results of Operations” for a discussion of the changes in income (loss) from operations and net income (loss) for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.
Non-GAAP operating income increased $18.4 million, or 81%, and $40.5 million, or 132%, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively, primarily driven by increases in income from operations of $27.8 million and $45.1 million, respectively, partially offset by $7.8 million of restructuring charges for the three and nine months ended September 30, 2024.
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Adjusted EBITDA increased $16.3 million, or 44%, and $31.2 million, or 41%, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively, primarily driven by increases in net income of $26.2 million and $42.9 million, respectively, Additionally, adjustments to reconcile adjusted EBITDA to net income decreased $9.9 million and $11.7 million for the three and nine months ended September 30, 2025, primarily reflecting $7.8 million of restructuring charges for the three and nine months ended September 30, 2024 and decreases of $2.0 million and $6.1 million in stock-based compensation.
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 September 30, 2025) and long-term (i.e., beyond the next twelve months), have historically been cash generated from operations. 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 September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $120.6 million and $66.3 million, respectively.
Known Contractual and Other Obligations
A description of contractual commitments as of September 30, 2025 is included in Note 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 and advertising, which do not qualify for recognition on our condensed consolidated balance sheets but which we consider non-cancellable. During the nine months ended September 30, 2025, 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–Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Trends, Uncertainties and Anticipated Sources of Funds
In order to grow our business, we intend to make significant investments in our business, which may result in increases in our personnel and related expenses. The 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 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.
Share Repurchase Program: We maintain a plan, authorized by our Board of Directors in May 2023 with subsequent additional share repurchase authorizations as approved by our Board of Directors, including a $50.0 million additional share repurchase authorization announced on September 13, 2025, under which we may repurchase shares of our Class A common stock (collectively, the Repurchase Program). Subject to market conditions and other factors, the Repurchase Program is intended to make opportunistic repurchases of our Class A common stock to reduce our outstanding share count. Under the Repurchase Program, shares of Class A common stock may be repurchased in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions. The Repurchase Program does not have fixed expiration dates and does not obligate us to acquire any specific number of shares. The timing and terms of any repurchases are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. Additionally, we may, from time to time, enter into Rule 10b5‑1 trading plans to facilitate repurchases. Shares repurchased under the Repurchase Programs are retired. We expect to fund repurchases with existing cash and cash equivalents. We repurchased 1.8 million shares of Class A common stock for $19.2 million, including costs associated with the repurchases, during the nine months ended September 30, 2025. Additionally, we paid $0.3 million of excise taxes during the nine months ended September 30, 2025 which related to previous share repurchases.
23
Credit Facility: 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 September 30, 2025 or December 31, 2024. The available amount to borrow under our Credit Agreement was $123.9 million at both September 30, 2025 and December 31, 2024, which was equal to the available amount under the credit agreement of $125.0 million, net of letters of credit of $1.1 million. Our Credit Agreement contains certain customary financial and non-financial covenants. We were in compliance with all covenants as of September 30, 2025 and December 31, 2024.
Warehouse Line of Credit: NDL, a wholly-owned subsidiary, maintains a $15.0 million warehouse line of credit to provide NDL short-term funding for mortgage loans originated for sale. Borrowings under the warehouse line of credit bear interest at the greater of the interest rate of the underlying mortgage loans held for sale or a minimum rate of 6%, and are secured by the underlying promissory notes of the mortgage loans held for sale as well as NDL’s other assets. The warehouse line of credit matures on February 1, 2026. NDL had $5.8 million outstanding under the warehouse line of credit as of September 30, 2025, which is included in accrued expenses and other current liabilities on our condensed consolidated balance sheet. The warehouse line of credit requires NDL to comply with certain minimum tangible net worth, liquidity, and insurance requirements. NDL was in compliance with all covenants as of September 30, 2025 and December 31, 2024.
We believe our current cash and cash equivalents and future cash flow from operations, as well as access to our Credit Agreement, will be sufficient to meet our ongoing working capital, capital expenditure and other liquidity requirements for the next twelve months and 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.
Sources and Uses of Capital Resources
The following table summarizes our cash flows:
| Nine Months Ended September 30, | ||||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Net cash provided by operating activities | $ | 92.7 | $ | 61.9 | ||||||||||
| Net cash used in investing activities | (20.4) | (24.4) | ||||||||||||
| Net cash used in financing activities | (17.7) | (66.3) | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents | (0.3) | 0.1 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 54.3 | $ | (28.7) | ||||||||||
Operating activities
Net cash provided by operating activities increased $30.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, driven by net income of $34.7 million for the nine months ended September 30, 2025, as compared to a net loss of $8.2 million for the nine months ended September 30, 2024, as well as a $5.4 million increase in non-cash charges, partially offset by a $17.5 million increase in net cash outflow from changes in operating assets and liabilities. The increase in non-cash charges was primarily due to increases of $11.7 million in deferred taxes and $1.3 million in other, net, partially offset by a $7.6 million decrease in stock-based compensation. The increase in net cash outflow from changes in operating assets and liabilities was primarily due to increases of $10.4 million for accrued expenses and other current liabilities, $5.5 million for accounts payable, $4.2 million for prepaid expenses and other current assets, and $3.6 million for mortgage loans held for sale, partially offset by a $6.7 million decrease for accounts receivable.
Investing activities
Net cash used in investing activities decreased $4.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to decreases of $6.1 million in purchases of investments and $3.5 million in capitalized software development costs, partially offset by $5.0 million of cash paid for an acquisition in the nine months ended September 30, 2025.
24
Financing activities
Net cash used in financing activities decreased $48.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a $50.3 million decrease for repurchases of Class A common stock and $3.3 million of short-term borrowings under a warehouse line of credit, partially offset by a $4.5 million decrease 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 nine months ended September 30, 2025, 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–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024.
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 nine months ended September 30, 2025, there were no material changes from the market risk disclosures in our Annual Report on Form 10-K for the year ended December 31, 2024.
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 September 30, 2025. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective as of September 30, 2025.
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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
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–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, 2024, in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and in our subsequent periodic filings with the 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
The following table summarizes our share repurchase activity for the three months ended September 30, 2025:
| Period | Total Number of Shares Purchased1 (in thousands) | Average Price Paid per Share2 | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1 (in thousands) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs1 (in millions) | ||||||||||||||||||||||
| July 1, 2025 - July 31, 2025 | — | $ | — | — | $ | 25.0 | ||||||||||||||||||||
| August 1, 2025 - August 31, 2025 | 298 | $ | 9.94 | 298 | $ | 22.0 | ||||||||||||||||||||
| September 1, 2025 - September 30, 2025 | 1,484 | $ | 10.95 | 1,484 | $ | 55.8 | ||||||||||||||||||||
| Total | 1,782 | 1,782 | ||||||||||||||||||||||||
(1) On May 2, 2023, we announced that our Board of Directors authorized a plan under which we may repurchase up to $20 million of our Class A common stock and, following our utilization of that share repurchase authorization, we announced on October 26, 2023, September 9, 2024, October 29, 2024, and September 13, 2025 that our Board of Directors approved additional share repurchase authorizations under which we may repurchase up to an additional $30 million, $50 million, $25 million, and $50 million, respectively, of our Class A common stock (collectively, the Repurchase Program). Under the Repurchase Program, shares of Class A common stock may be repurchased from time to time in the open market through privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions. The Repurchase Program does not have fixed expiration dates, does not obligate us to acquire any specific dollar amount or number of shares, and may be amended, suspended or discontinued at any time. The amount and timing of any repurchases are at management’s discretion and depend on a variety of factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices and other considerations. Additionally, we may, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases.
(2) Average price paid per share includes costs associated with the repurchases.
Item 3. Defaults Upon Senior Securities.
None.
26
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Securities Trading Plans of Directors or Executive Officers
During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1 of the Exchange Act) adopted terminated
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Item 6. Exhibits.
(a) Exhibits.
Exhibit Number | Description of Exhibit | Location | ||||||||||||
| 31.1 | Filed herewith | |||||||||||||
| 31.2 | Filed herewith | |||||||||||||
32.1* | Furnished herewith | |||||||||||||
32.2* | Furnished herewith | |||||||||||||
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| 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 XBRL and contained in Exhibits 101). | ** | ||||||||||||
_____________
* 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.
28
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: | November 6, 2025 | By: | /s/ Jun Hyung Lee | |||||||||||
Jun Hyung Lee | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
29
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tim Chen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of NerdWallet, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 6, 2025 | /s/ Tim Chen | |||||||||
| Tim Chen | |||||||||||
| Chief Executive Officer and Chairman of the Board of Directors | |||||||||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jun Hyung Lee, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of NerdWallet, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 6, 2025 | /s/ Jun Hyung Lee | |||||||||
Jun Hyung Lee | |||||||||||
| Chief Financial Officer | |||||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Tim Chen, Chief Executive Officer and Chairman of the Board of Directors of NerdWallet, Inc. (the “Company”), certify, as of the date hereof and solely for purposes of and pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
| Date: | November 6, 2025 | /s/ Tim Chen | |||||||||
| Tim Chen | |||||||||||
| Chief Executive Officer and Chairman of the Board of Directors | |||||||||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Jun Hyung Lee, Chief Financial Officer of NerdWallet, Inc. (the “Company”), certify, as of the date hereof and solely for purposes of and pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
| Date: | November 6, 2025 | /s/ Jun Hyung Lee | |||||||||
Jun Hyung Lee | |||||||||||
| Chief Financial Officer | |||||||||||