NerdWallet (NASDAQ: NRDS) expands stock buyback authorization from $75M to $125M

Rhea-AI Filing Summary

NerdWallet, Inc. increased its share repurchase authorization, allowing the company to buy back up to $125 million of its stock, up from $75 million. This expansion gives management more capacity to return cash to shareholders by repurchasing shares when they believe conditions are attractive.

Repurchases may occur from time to time in the open market, through privately negotiated deals, or by other methods permitted under securities laws. The authorization has no fixed end date, does not require NerdWallet to repurchase a specific amount or number of shares, and can be amended, suspended, or discontinued at any time.

Insights

Equity Capital Markets Analyst

NerdWallet expanded its stock buyback capacity to $125 million, increasing flexibility but without committing to specific repurchase levels.

NerdWallet now has authorization to repurchase up to $125 million of its shares, compared with a prior limit of $75 million. This larger authorization allows management to execute share repurchases across different market conditions using open-market purchases, privately negotiated transactions, or other methods that comply with securities laws.

The company states that the timing and amount of any repurchases will be decided at management’s discretion based on factors such as business performance, economic and market conditions, regulatory requirements, prevailing stock prices, and other considerations. This means actual buyback activity could vary significantly over time.

The authorization has no fixed expiration date and does not obligate NerdWallet to repurchase a particular dollar amount or number of shares, and it may be amended, suspended, or discontinued at any time. Actual impact will therefore depend on how aggressively management chooses to use this increased capacity in future periods.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000162527800016252782025-12-162025-12-16

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)

2

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

3

FAQ

What did NerdWallet (NRDS) change about its share repurchase program?

The Board of NerdWallet, Inc. approved an amendment to its share repurchase authorization, increasing the total amount available for buybacks from $75 million to $125 million.

How much stock can NerdWallet (NRDS) now repurchase under the updated plan?

NerdWallet is now authorized to repurchase up to an aggregate of $125 million of its shares under the amended share repurchase authorization.

What methods can NerdWallet (NRDS) use to repurchase its shares?

The company may repurchase shares from time to time in the open market, in privately negotiated transactions, or otherwise, as long as the activity complies with applicable securities laws and requirements.

Is NerdWallet (NRDS) required to buy back a specific amount of stock?

No. The repurchase authorization does not obligate NerdWallet to repurchase any specific dollar amount or number of shares; it only permits repurchases up to the authorized limit.

Does NerdWallet’s updated share repurchase authorization have an expiration date?

No. The share repurchase authorization does not have a fixed expiration date and may be amended, suspended, or discontinued at any time.

What factors will influence when NerdWallet (NRDS) repurchases shares?

Management will determine the timing and amount of repurchases based on business, economic and market conditions, regulatory requirements, prevailing stock prices, and other considerations.