UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 16~~February 25, ~~2025~~2026

NERDWALLET, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-40994	45-4180440
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices,) (Zip ~~including zip~~ code)

(415) 549-8913

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 2.02 Results of Operations and Financial Condition.

On February 25, 2026, NerdWallet, Inc. (the Company) issued a press release announcing the financial results for the Company’s fourth quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On ~~December~~February 1625, ~~2025~~2026, the ~~Board of Directors of NerdWallet, Inc. (the~~ Company) ~~approved~~also anposted ~~amendment~~a tofourth ~~the~~quarter ~~Company’s~~shareholder ~~existing~~letter ~~share~~available ~~repurchase~~at ~~authorization.~~its ~~The~~investor ~~amendment~~relations ~~increases~~website ~~the~~at ~~aggregate amount authorized for repurchases from $75 million to $125 million~~https://investors.nerdwallet.com.

Repurchases under the amended authorization may be made from time to time in the open market, in privately negotiated transactions, or otherwise in accordance with applicable securities laws and requirements. The ~~timing~~contents ~~and amount~~ of ~~any~~the ~~repurchases will be determined at management~~Company’s ~~discretion~~website ~~and~~referenced ~~will~~herein ~~depend~~and onin ~~various~~the ~~factors,~~exhibit ~~including~~are ~~business,~~not ~~economic~~incorporated ~~and~~into ~~market~~this ~~conditions,~~Current ~~regulatory~~Report ~~requirements,~~on ~~prevailing stock prices, and other considerations~~Form 8-K.

The ~~share~~information ~~repurchase~~in ~~authorization~~these ~~does~~Items 2.02 ~~not~~and ~~have~~7.01, aincluding ~~fixed~~the ~~expiration~~exhibit ~~date~~hereto, ~~does~~(x) shall not ~~obligate~~be deemed to be “filed” for purposes of Section 18 of the ~~Company~~Securities toExchange ~~repurchase~~Act ~~any~~of ~~specific~~1934, ~~dollar~~as ~~amount~~amended, or ~~number~~otherwise subject to the liabilities of ~~shares,~~that section and ~~may~~(y) shall not be ~~amended,~~incorporated ~~suspended~~by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or ~~discontinued~~after atthe date hereof, regardless of any ~~time~~general incorporation language in such filings (unless the Company specifically states that the information or exhibit in this particular report with respect to Item 2.02 or Item 7.01, as the case may be, are incorporated by reference).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber						Description
99.1						Press Release dated February 25, 2026 issued by NerdWallet, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

NERDWALLET, INC.

Date:

~~December~~February 1625, ~~2025~~2026

By:

/s/ ~~Ekumene~~Jun M.Hyung ~~Lysonge~~Lee

Ekumene M. Lysonge

Jun Hyung Lee

Chief Legal Officer and Corporate Secretary

Chief Financial Officer

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