NerdWallet Inc-A 2025年度报告

Washington, D.C. 20549FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 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 001-40994NerdWallet, Inc.(Exact name of registrant as specified in its charter) 45-4180440 19 S. B Street, Suite 9, San Mateo, California 94401(Address of principal executive offices) (Zip code)(415) 549-8913(Registrant's telephone number, including area code)55 Hawthorne Street, 10th Floor, San Francisco, California 94105(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2)has beensubject 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 toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one): Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Table of Contents As of June30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of thecommon stock held by non-affiliates of the registrant was approximately $349million based upon the closing price of such shares on theNasdaq Global Market on such date. The registrant had outstanding 35,100,146 shares of ClassA common stock and 31,685,652 shares of Class B common stock as ofFebruary23, 2026.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the registrant’s fiscal year ended December31, 2025, are incorporated by reference in PartIII of this Annual Report on Form10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form10-K, the Proxy Statement is notdeemed to be filed as part of this Annual Report on Form10-K. Table of Contents Table of Contents Part I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures Part II Item 6. [Reserved] Item 9A. Controls and Procedures Part III Item 10. Directors, Executive Officers and Corporate Governance Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary88 Signatures89 Special Note Regarding Forward-Looking Statements This Annual Report on Form10-K contains forward-looking statements about us and our industry that involve significant risksand uncertainties. Except for statements of historical facts, all statements contained in this Annual Report are forward-looking. Thesestatemen