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, 2025

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, 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 7.01 Regulation FD Disclosure.

On December 16, 2025, the Board of Directors of NerdWallet, Inc. (the Company) approved an amendment to the Company’s existing share repurchase authorization. The amendment increases the aggregate amount authorized for repurchases from $75 million to $125 million.

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 and amount of any repurchases will be determined at management’s discretion and will depend on various factors, including business, economic and market conditions, regulatory requirements, prevailing stock prices, and other considerations.

The share repurchase authorization does not have a fixed expiration date, does not obligate the Company to repurchase any specific dollar amount or number of shares, and may be amended, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
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 16, 2025

By:

/s/ Ekumene M. Lysonge

Ekumene M. Lysonge

Chief Legal Officer and Corporate Secretary

NERDWALLET, INC. 8-K