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Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Preferred Stock—Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 5.0 million shares of preferred stock with a par value of $0.0001 per share. The Company’s Board of Directors may fix the rights, preferences, privileges and restrictions of the preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of the Company’s common stock. There were no shares of preferred stock outstanding as of December 31, 2025 or 2024.
Common Stock—Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 296.7 million shares of common stock with a par value of $0.0001 per share, including 265.0 million shares of Class A common stock and 31.7 million shares of Class B common stock.
Holders of all classes of common stock are entitled to dividends when, as and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to 10 votes.
Shares of Class B common stock are convertible, at any time at the option of the holder, into an equal number of shares of Class A common stock and automatically convertible upon Transfer, which is defined as any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law.
As of December 31, 2025 and 2024, there were 39.6 million and 42.4 million shares of Class A common stock issued and outstanding, respectively. Shares of Class B common stock issued and outstanding were 31.7 million as of both December 31, 2025 and 2024.
Share Repurchase Program—The Company announced on May 2, 2023 that its Board of Directors authorized a plan under which the Company may repurchase up to $20 million of its Class A common stock and, following the Company’s utilization of that share repurchase authorization, the Company announced on October 26, 2023, September 9, 2024, October 29, 2024, September 13, 2025, and December 16, 2025 that its Board of Directors approved additional share repurchase authorizations under which the Company may repurchase up to an additional $30 million, $50 million, $25 million, $50 million, and $50 million, respectively, of its 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 the Company’s Class A common stock to reduce the Company’s outstanding share count. 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 the Company to repurchase 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, the Company may, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases. Shares repurchased under the Repurchase Program are retired. The Company repurchased 5.8 million shares of Class A common stock for $70.3 million, including costs associated with the repurchases, during 2025, and 6.5 million shares of Class A common stock for $80.4 million during 2024. Additionally, the Company paid $0.3 million of excise taxes during 2025 which related to previous share repurchases. The remaining share repurchase authorization under the Repurchase Program is $55.2 million as of December 31, 2025. See Note 15–Subsequent Events for further discussion.
Common Shares Reserved for Future Issuance
The Company had reserved the following shares of Class A common stock for future issuance:
(in thousands)
As of December 31,20252024
Shares outstanding from stock options and RSUs
9,8567,904
Shares available for future equity award grants12,44413,642
Shares available for future ESPP offerings1,7071,249
Total shares reserved24,00722,795
Equity Incentive Plans—In October 2021, the Company’s Board of Directors approved the adoption of the 2021 Equity Incentive Plan (the 2021 Plan) and the termination of the predecessor 2012 Equity Incentive Plan (the 2012 Plan). The termination of the 2012 Plan had no impact on the terms of outstanding awards under the 2012 plan.The 2021 Plan had an initial authorization to grant share-based awards for up to 4.1 million shares of Class A common stock, with an amendment approved by stockholders in May 2022 to increase the aggregate number of shares of Class A common stock reserved for issuance thereunder by 8.0 million shares. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, 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.
Additionally, concurrent with the closing of the acquisition of On the Barrelhead, Inc. (OTB) on July 11, 2022, the Compensation Committee of the Company’s Board of Directors granted RSUs under the NerdWallet, Inc. 2022 Inducement Equity Incentive Plan (the Inducement Plan) to employees of OTB who were offered employment with the Company.
The 2021 Plan and the predecessor 2012 Plan, both as amended, along with the Inducement Plan (collectively, the Plans) provide for the grant of incentive and non-statutory stock options, stock appreciation rights, RSUs and restricted stock awards to employees, non-employee directors and consultants of the Company, with such awards subject to vest according to an award-specific schedule as approved by the Board of Directors. Options to purchase Class A common stock granted under the Plans continue to vest until the last day of employment and generally will vest 25% in the first year and monthly thereafter (for a total vesting period of 4 years), and expire 10 years from the date of grant. RSUs granted under the Plans are subject to service-based vesting conditions, which are generally satisfied over 4 years or an award-specific schedule.
The exercise price of incentive stock options granted under the Plans must be at least equal to 100% of the fair market value of the Company’s Class A common stock at the date of grant, as determined by the Board of Directors. The exercise price must not be less than 110% of the fair market value of the Company’s Class A common stock at the date of grant for incentive stock options granted to an employee that owns greater than 10% of the Company stock.
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
3,283 $12.40 6.2$7.1 
Granted2
2,324 $10.55 
Exercised(159)$7.22 
Cancelled/forfeited2
(662)$13.11 
Balance as of December 31, 20251
4,786 $11.58 7.2$13.4 
Vested and exercisable as of December 31, 2025
2,555 $12.50 5.5$6.3 
______________
(1)Includes 0.2 million of stock options with both service-based and performance-based conditions.
(2)Includes less than 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 2025 and 2024 was $6.14 and $9.08 per share, respectively. There were no options granted during 2023. The aggregate intrinsic value of options exercised was $0.8 million, $8.0 million and $14.5 million during 2025, 2024 and 2023, respectively.
During 2024, the Company granted 0.2 million of target award stock options with both service-based and performance-based conditions to certain employees of the Company. Recipients of these performance-based stock options were eligible to earn between 0% and 200% of their target awards based upon the achievement of (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification in early 2025 of the attainment of the performance levels. These performance-based stock options are also subject to service-based vesting over a period of 3 years.
Total unrecognized compensation cost related to non-vested stock options granted under the Plans was $11.9 million as of December 31, 2025, with the cost expected to be recognized over a weighted-average period of 3.2 years.
The per-share fair value of each stock option was determined on the date of grant using the following weighted-average assumptions:
Year Ended December 31,20252024
Expected volatility58.0%58.1%
Expected term (in years)6.05.9
Risk-free interest rate4.1%4.2%
Restricted Stock Units—A summary of the Company’s outstanding nonvested RSUs for its Plans is as follows:
Number
of Units
(in thousands)
Weighted-Average
Grant-Date
Fair Value
Nonvested as of December 31, 20241
4,621 $12.57 
Granted1
4,355 $9.94 
Vested1
(2,897)$11.28 
Forfeited
(1,009)$12.09 
Nonvested as of December 31, 20251
5,070 $11.13 
______________
(1)Includes less than 0.1 million of RSUs with both service-based and performance-based conditions.
During 2024, the Company granted 0.1 million of target award RSUs with both service-based and performance-based conditions to certain employees of the Company. Recipients of these performance-based RSUs were eligible to earn between 0% and 200% of their target awards based upon the achievement of (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification in early 2025 of the attainment of the performance levels. These performance-based RSUs are also subject to service-based vesting over a period of three years. The total fair value of shares that vested under RSUs was $32.3 million and $37.0 million during 2025 and 2024, respectively.
Unrecognized compensation cost related to RSUs was $51.8 million as of December 31, 2025, with these costs expected to be recognized over a weighted-average period of approximately 2.8 years.
Employee Stock Purchase Plan—The Company sponsors an ESPP which allows eligible employees to buy shares of the Company’s Class A common stock at a 15% discount of the stock’s market value on defined dates. The ESPP included an initial authorization for the issuance of 0.8 million shares of the Company’s Class A common stock under purchase rights granted to eligible employees, with 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. There were 0.3 million and 0.1 million shares of the Company’s Class A common stock purchased under the ESPP during 2025 and 2024, respectively. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $1.0 million and $0.7 million during 2025 and 2024, respectively. Unrecognized compensation cost related to the ESPP was $0.3 million as of December 31, 2025, with these costs expected to be recognized over a period of 0.3 years through the end of the respective purchase period. The impact of forfeitures under the ESPP are recognized as forfeitures occur.
The fair value of purchase rights granted under the ESPP were determined on the date of grant using the following weighted-average assumptions:
Year Ended December 31,20252024
Expected volatility62.8%54.3%
Expected term (in years)0.50.5
Risk-free interest rate4.0%4.7%
Stock-Based Compensation—The Company recognized stock-based compensation under the Plans and ESPP as follows:
(in millions)
Year Ended December 31,202520242023
Research and development$8.5 $10.1 $11.2 
Sales and marketing8.6 10.0 13.8 
General and administrative11.5 16.2 13.8 
Total$28.6 $36.3 $38.8 
In addition, stock-based compensation of $3.3 million, $3.8 million and $5.5 million was capitalized related to software development costs in 2025, 2024 and 2023, respectively.
The Company recognized tax benefits for stock-based compensation arrangements of $7.1 million and $10.9 million in 2025 and 2024, respectively.