NerdWallet, Inc. NRDS Form 10-Q filing Q2 FY2026

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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NERDWALLET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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See notes to condensed consolidated financial statements.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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1.The Company and Basis of Presentation

The Company—NerdWallet, Inc., a Delaware corporation, was formed on December 29, 2011. NerdWallet, Inc. and its subsidiaries (collectively, the Company) provide trusted guidance about finance through its platform, which connects consumers and small and mid-sized businesses (SMBs) with providers of financial products, and access to regulated financial services offered through our subsidiaries.

Basis of Consolidation and Presentation—The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position and results of operations for the periods presented. The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain comparative amounts for the three and six months ended June 30, 2025 have been reclassified to conform to the presentation as of and for the three and six months ended June 30, 2026. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year or any other future period.

Segments—The Company has one operating segment. The measure of segment assets is presented as total assets in the condensed consolidated balance sheets.

Components of segment costs and expenses, along with a reconciliation to income from operations, are as follows:

(1) Gross of capitalized internally developed software costs.

(2) Primarily includes cost of revenue and non-personnel-related operating expenses (each excluding depreciation and amortization), acquisition-related expenses and retention, and brand marketing.

Other segment items included in consolidated net income (loss) are presented in the condensed consolidated statements of operations, and comprised of other income (expense), net, and income tax provision (benefit).

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Sales and Marketing—Components of sales and marketing expenses are as follows:

Related Party Transaction—The Company is party to a services agreement with a marketing platform, which was co-founded by a former executive officer of the Company. Total expense to this vendor under the services agreement was $0.9 million and $1.7 million for the three and six months ended June 30, 2026, respectively, which was included in sales and marketing expense in the condensed consolidated statements of income. The amount due to this vendor was $0.7 million as of June 30, 2026, of which $0.4 million was included in accounts payable and $0.3 million in accrued expenses and other current liabilities in the condensed consolidated balance sheet.

Significant Accounting Policies—During the six months ended June 30, 2026, there have been no material changes to the Company’s significant accounting policies as disclosed in Note 1–The Company and its Significant Accounting Policies in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncement—In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification 606, Revenue From Contracts with Customers. The practical expedient allows an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company adopted the provisions of ASU 2025-05 as of January 1, 2026, and such adoption did not have an impact on the Company’s financial condition and results of operations within its condensed consolidated financial statements.

2.Revenue

Effective with the three months ended March 31, 2026, the Company presents revenue disaggregated by user groups: Consumer and SMB. This presentation is consistent with recent changes in how management evaluates the Company’s financial and business performance, including the information currently reviewed by the Company’s chief operating decision maker. Consumer revenue includes revenue from financial products and services intended for individual consumers, including insurance, credit cards, loans, bank accounts and other products and services. Consumer revenue includes the previously reported Insurance, Credit cards, Loans and Emerging verticals product categories. SMB revenue includes revenue from financial products and services intended for SMBs, including loans, credit cards and other products and services. Prior period disaggregation of revenue has been recast to conform to this new presentation. The following presents a disaggregation of the Company’s revenue based on user group:

The contract asset recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet related to estimated variable consideration was $6.4 million and $3.5 million as of June 30, 2026 and December 31, 2025, respectively.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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3.Fair Value Measurements

The Company’s assets that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows:

4.Significant Condensed Consolidated Balance Sheet Components

During the six months ended June 30, 2026, the Company made a strategic investment of $2.0 million in equity securities of a privately-held company over which the Company does not exercise significant influence. These equity securities do not have a readily determinable fair value and are accounted for under the measurement alternative. Under the measurement alternative, the carrying value of the security is measured at cost less any impairment, and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer. An equity security without a readily determinable fair value is considered impaired when the fair value of the Company’s interest is less than the carrying value. Equity investments without readily determinable fair values are included in other assets on the Company’s condensed consolidated balance sheet, and any related gains or losses would be included in other gains (losses), net on the Company’s condensed consolidated statements of operations. Equity investments without readily determinable fair values were $2.0 million as of June 30, 2026, and there were no related changes in carrying amount or impairment during the six months ended June 30, 2026.

Property, equipment and software, net includes capitalized software development costs, net of accumulated amortization, of $27.2 million and $29.7 million as of June 30, 2026 and December 31, 2025, respectively. The Company capitalized $4.0 million and $8.5 million of software development costs during the three and six months ended June 30, 2026, respectively, and $4.7 million and $9.8 million during the three and six months ended June 30, 2025, respectively. The Company recorded amortization expense related to capitalized software development costs of $5.3 million and $11.0 million, respectively, during the three and six months ended June 30, 2026 and $8.9 million and $17.7 million during the three and six months ended June 30, 2025, respectively.

Accrued expenses and other current liabilities includes unbilled accounts payable of $47.4 million and $46.9 million, short‑term borrowings under a warehouse line of credit of $5.1 million and $6.9 million, and operating lease liabilities of $2.0 million and $1.9 million, as of June 30, 2026 and December 31, 2025, respectively.

Other liabilities—noncurrent includes operating lease liabilities of $5.1 million and $6.1 million as of June 30, 2026 and December 31, 2025, respectively.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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5.Business Combination

Acquisition of College Finance Company, LLC.—On February 20, 2026, the Company entered into a Membership Interest Purchase Agreement with inspHIRE IO Corp., d/b/a Candidly, pursuant to which the Company acquired 100% of the outstanding membership interests of College Finance Company, LLC (College Finance), which operates a student loan marketplace to connect borrowers with lenders. The preliminary purchase consideration for this acquisition was $17.2 million in cash which was paid during the six months ended June 30, 2026, including $1.5 million which was placed into escrow to secure potential post-closing indemnification rights.

The fair values of assets acquired totaled $7.7 million, and was primarily comprised of $1.1 million of cash and cash equivalents, and $5.0 million in intangible assets. The intangible assets acquired were comprised of $3.6 million for developed technology and $1.4 million for a trade name, each with a three-year estimated useful life. The fair value of liabilities assumed totaled $3.4 million, and was primarily comprised of $3.2 million in accounts payable. Additionally, the Company recorded $12.9 million of goodwill, which is primarily attributable to synergies from combining the operations of the Company and College Finance, as well as the value ascribed to the knowledge and experience of the continuing key employees. For income tax purposes, the acquisition is an asset purchase and goodwill is tax deductible.

Concurrently with the closing of this acquisition, the Company’s Board of Directors granted restricted stock units (RSUs) with an aggregate grant-date fair value of $3.1 million to certain continuing key employees of College Finance. The RSUs generally vest over four years subject to a one-year cliff and quarterly vesting thereafter, with vesting generally subject to the grantees’ continued employment with the Company. The fair value of these RSUs is recognized as stock-based compensation expense ratably over the respective vesting terms of the RSUs. The fair value of these RSUs is excluded from the purchase consideration and accounted for separately from the business combination.

Acquisition-related costs of $1.1 million were incurred during the six months ended June 30, 2026, and are included in general and administrative expense on the condensed consolidated statements of operations.

The contributions from this acquisition following the closing date through June 30, 2026 were not material to the Company’s revenue and operating income for the three and six months ended June 30, 2026. Pro forma results of operations have not been provided to reflect this acquisition as such results would not have been materially different from the Company’s reported results.

6.Commitments and Contingencies

Commitments and Other Financial Arrangements—The Company has certain financial commitments and other arrangements including unused letters of credit, commitments under leases, and an outstanding warehouse line of credit. As of June 30, 2026, there were no material changes to the Company’s commitments and other financial arrangements as disclosed in Note 8–Commitments and Contingencies in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Litigation and Other Legal Matters—The Company is involved from time to time in litigation, claims, and proceedings. Periodically, the Company evaluates the status of each legal matter and assesses potential financial exposure. If the potential loss from any legal proceeding or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimable. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based only on the information available at the time. As additional information becomes available, the Company reassesses the potential liability related to the legal proceeding or litigation, and may revise its estimates. Management is not currently aware of any matters that it expects will have a material effect on the financial position, results of operations, or cash flows of the Company. The Company has not accrued any material potential loss as of June 30, 2026 or December 31, 2025.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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7.Stockholders’ Equity

Share Repurchase Program—The Company maintains a share repurchase program under which the Company may purchase shares of its Class A common stock (the Repurchase Program), originally authorized by its Board of Directors in May 2023 and subsequently increased through additional authorizations from time to time. In February 2026, the Company’s Board of Directors approved an increase of $100.0 million to the amount authorized for repurchases under the Repurchase Program.

The Company repurchased 2.8 million and 8.7 million shares of Class A common stock for $23.0 million and $89.2 million during the three and six months ended June 30, 2026, respectively, and did not repurchase any shares during the six months ended June 30, 2025. Additionally, the Company paid $0.4 million of excise taxes during the six months ended June 30, 2026 which related to previous share repurchases. The remaining share repurchase authorization under the Repurchase Program is $67.0 million as of June 30, 2026.

Equity Incentive Plans—The 2021 Equity Incentive Plan and the predecessor 2012 Equity Incentive Plan, both as amended, along with the 2022 Inducement Equity Incentive Plan (collectively, the Plans) comprise the equity incentive plans of the Company.

Under the terms of the 2021 Equity Incentive Plan, the number of shares of Class A common stock reserved for issuance under the plan will automatically increase on January 1 of each calendar year, starting January 1, 2023 and 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. In accordance with these plan terms, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Equity Incentive Plan increased by 3.6 million shares effective January 1, 2026.

Stock Options—A summary of the Company’s stock option activity for its Plans is as follows:

(1) Includes 0.2 million of stock options with both service-based and performance-based conditions.

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2026 was $5.99 per share. The aggregate intrinsic value of options exercised was $0.5 million for the six months ended June 30, 2026.

The per-share fair value of each stock option granted was determined on the date of grant using the following weighted-average assumptions:

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Restricted Stock Units—A summary of the Company’s outstanding nonvested RSUs for its Plans is as follows:

(1) Includes less than 0.1 million of RSUs with both service-based and performance-based conditions.

The total fair value of shares that vested under RSUs was $10.9 million during the six months ended June 30, 2026.

Employee Stock Purchase Plan—The terms of the Employee Stock Purchase Plan (ESPP) provide for 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. In accordance with these plan terms, the aggregate number of Class A common stock authorized for issuance under the ESPP increased by 0.7 million effective January 1, 2026. Prior to capitalizing amounts related to software development costs, the Company recognized stock-based compensation related to the ESPP of $0.2 million and $0.4 million, during the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2025, respectively.

Stock-Based Compensation—The Company recognized stock-based compensation under the Plans and ESPP as follows:

In addition, stock-based compensation capitalized related to software development costs was $0.5 million and $0.8 million during the three months ended June 30, 2026 and 2025, respectively, and $1.1 million and $1.6 million during the six months ended June 30, 2026 and 2025, respectively.

8.Income Taxes

The Company’s tax provisions for interim reporting periods during 2026 and 2025 were determined using an estimated annual effective tax rate which is adjusted for discrete items occurring during the periods presented. The Company’s effective tax rates for the three and six months ended June 30, 2026 differ from the U.S. federal statutory income tax rate of 21% primarily due to state taxes, stock-based compensation and interest on uncertain tax positions. The primary difference between the Company’s effective tax rates and the U.S. federal statutory income tax rates for the three and six months ended June 30, 2025 was due to discrete items related to stock-based compensation and uncertain tax positions, partially offset by research and development credits. The Company maintains a valuation allowance on its California deferred tax assets, which consist primarily of tax credits, as of June 30, 2026. The Company’s judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to the Company’s income tax provision in the period of change.

NERDWALLET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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9.Net Income per Basic and Diluted Share

The following table provides the basic and diluted per share computations for net income attributable to common stockholders:

The following common stock equivalents were excluded from the computation of diluted net income per share because including them would have been antidilutive:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Overview

NerdWallet, Inc. (NerdWallet, we, our, or us) provides consumers and small and mid-sized businesses (SMBs) with trusted guidance across a broad range of finance topics through a digital platform that integrates independent editorial content, comparison tools, data-driven product marketplaces, and access to regulated financial services offered through our subsidiaries. Our mission is to provide clarity for all of life’s financial decisions. Our vision is a world where everyone makes financial decisions with confidence.

Our platform enables users to compare financial products, access educational resources, receive personalized insights, and connect with third-party providers across credit cards, banking, insurance, lending, investing, wealth management, and other financial categories. We generate revenue primarily through referral fees, lead generation, and partner-based monetization, as well as through revenue derived from brokering and advisory services.

Our business model is designed to be partner-neutral and to support transparent consumer and SMB choice by offering side-by-side comparisons and unbiased information supported by editorial standards.

Recent Developments

On February 20, 2026, we entered into a Membership Interest Purchase Agreement with inspHIRE IO Corp., d/b/a Candidly, pursuant to which we acquired 100% of the outstanding membership interests of College Finance Company, LLC, which operates a student loan marketplace to connect borrowers with lenders. The preliminary purchase consideration for this acquisition was $17.2 million in cash which was paid during the six months ended June 30, 2026, including $1.5 million which was placed into escrow to secure potential post-closing indemnification rights.

During the three months ended March 31, 2026, as part of our ongoing efforts to align our operations with our strategic priorities, we have ceased revenue-generating operations outside of North America. We do not expect this action to have a material impact on our financial condition, results of operations or liquidity.

Non-GAAP Financial Measures

We collect, review and analyze operating and financial data of our business to assess our ongoing performance and compare our results to prior period results. In addition to revenue, net income (loss) and other results under generally accepted accounting principles (GAAP), the following sets forth the non-GAAP financial measures we use to evaluate our business.

We use non-GAAP operating income (loss) and adjusted EBITDA in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our Board of Directors concerning our financial performance.

Non-GAAP operating income (loss): We define non-GAAP operating income (loss) as income (loss) from operations adjusted to exclude depreciation and amortization, and further exclude (1) losses (gains) on disposals of assets, (2) acquisition-related costs, and (3) restructuring charges. We also reduce income from operations, or increase loss from operations, for capitalized internally developed software costs.

Adjusted EBITDA: We define adjusted EBITDA as net income (loss) from continuing operations adjusted to exclude depreciation and amortization, interest income (expense), net, other gains (losses), net, and provision (benefit) for income taxes, and further exclude (1) losses (gains) on disposals of assets, (2) stock-based compensation, (3) acquisition-related costs, and (4) restructuring charges.

The above items are excluded from our non-GAAP operating income (loss) and adjusted EBITDA measures because these items are non-cash in nature, or because the amounts are not driven by core operating results and renders comparisons with prior periods less meaningful. We deduct capitalized internally developed software costs in our non-GAAP operating income (loss) measure to reflect the cash impact of personnel costs incurred within the time period.

We believe that non-GAAP operating income (loss) and adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results and in comparing operating results across periods. Moreover, non-GAAP operating income (loss) and adjusted EBITDA are key measurements used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. However, the use of these non-GAAP measures have certain limitations because they do not reflect all items of income and expense that affect our operations. Non-GAAP operating income (loss) and adjusted EBITDA have limitations as financial measures, should be considered as supplemental in nature, and are not meant as substitutes for the related financial information prepared in accordance with GAAP. These limitations include the following:

• Non-GAAP operating income (loss) and adjusted EBITDA exclude certain recurring, non-cash charges, such as amortization of software, depreciation of property and equipment, amortization of intangible assets, and (losses) gains on disposals of assets. Although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and non-GAAP operating income (loss) and adjusted EBITDA do not reflect all cash requirements for such replacements or for new capital expenditure requirements;
• Non-GAAP operating income (loss) and adjusted EBITDA exclude certain acquisition-related costs, including acquisition-related retention compensation under compensatory retention agreements with certain key employees, and acquisition-related transaction expenses;
• Non-GAAP operating income (loss) and adjusted EBITDA exclude restructuring charges primarily consisting of severance payments, stock-based compensation, employee benefits, and related expenses for impacted employees, as well as contract termination costs, associated with our restructuring plan implemented in 2024;
• Adjusted EBITDA excludes stock-based compensation, including for acquisition-related inducement awards, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy; and
• Adjusted EBITDA does not reflect interest income (expense) and other gains (losses), net, which include unrealized and realized gains and losses on foreign currency exchange, as well as certain nonrecurring gains (losses).

In addition, non-GAAP operating income (loss) and adjusted EBITDA as we define them may not be comparable to similarly titled measures used by other companies. Because of these limitations, you should consider non-GAAP operating income (loss) and adjusted EBITDA alongside other financial performance measures, including income (loss) from operations, net income (loss) and our other GAAP results.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measures” for reconciliations of non-GAAP operating income (loss) to income (loss) from operations, and adjusted EBITDA to net income (loss), the most directly comparable financial measures calculated in accordance with GAAP.

Results of Operations

The following tables set forth our results of operations for the periods presented. The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

(1) Includes stock-based compensation as follows:

The following table sets forth the components of our condensed consolidated statements of operations as a percentage of revenue:

Income from operations decreased $3.7 million, or 35%, for the three months ended June 30, 2026, and increased $22.8 million, or 200%, for the six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, as revenue increased $10.4 million and $23.4 million, respectively, while operating expenses increased $14.1 million and $0.6 million, respectively, primarily attributable to increases of $17.4 million and $6.8 million in sales and marketing expenses, respectively, as well as a $2.0 million increase in general and administrative expenses for the six months ended June 30, 2026, partially offset by decreases of $3.2 million and $7.8 million in cost of revenues, respectively.

Net income decreased $3.9 million, or 48%, for the three months ended June 30, 2026, and increased $16.3 million, or 195%, for the six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, primarily driven by a $3.7 million decrease in income operations for the three months ended June 30, 2026 and a $22.8 million increase in income from operations for the six months ended June 30, 2026, partially offset by a $6.2 million increase in income tax provision for the six months ended June 30, 2026.

Revenue

Effective with the three months ended March 31, 2026, we present revenue disaggregated by our user groups: Consumer and SMB. This presentation is consistent with recent changes in how management evaluates our financial and business performance, including the information currently reviewed by our chief operating decision maker. Consumer revenue includes revenue from financial products and services intended for individual consumers, including insurance, credit cards, loans, banking and other products and services. Consumer revenue includes our previously reported Insurance, Credit cards, Loans and Emerging verticals product categories. SMB revenue includes revenue from financial products and services intended for SMBs, including loans, credit cards and other products and services. Prior period disaggregation of revenue has been recast to conform to this new presentation. The following presents a disaggregation of our revenue based on user group:

Revenue increased $10.4 million, or 6%, and $23.4 million, or 6%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, as growth in Consumer revenue was partially offset by lower SMB revenue.

Consumer revenue increased $13.3 million, or 8%, and $30.6 million, or 9%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily driven by increases of $9.6 million and $30.5 million from deposit accounts, respectively, as partners expanded budgets, and $12.3 million and $25.0 million from personal loans, respectively, as we expanded our marketplace offerings to serve a broader range of borrowers, partially offset by decreases of $8.6 million and $21.1 million from consumer credit cards, respectively, primarily due to continued pressures in organic search traffic that have persisted for multiple quarters.

SMB revenue decreased $2.9 million, or 11%, and $7.2 million, or 13%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily due to continued pressures in organic search traffic, partially offset by increases in business loan originations.

Costs and Expenses

Cost of revenue

Cost of revenue decreased $3.2 million, or 19%, and $7.8 million, or 22%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily due to decreases of $3.5 million and $6.5 million, respectively, in amortization expense related to capitalized software development costs, as well as a $1.8 million decrease related to third-party service and data charges for the six months ended June 30, 2026.

Sales and marketing expense

Components of sales and marketing expense, including as a percentage of total sales and marketing expense, are as follows:

We are able to adjust our marketing spend to reflect changes in external factors and consumer behavior.

Sales and marketing expenses increased $17.4 million, or 14%, and $6.8 million, or 2%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, as increases in performance marketing expenses of $26.6 million and $50.7 million, respectively, were partially offset by decreases in other marketing expenses of $9.2 million and $43.9 million, respectively, primarily due to lower brand marketing expenses.

General and administrative expense

General and administrative expenses increased $0.3 million, or 1%, and $2.0 million, or 7%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, with the increase for the six-month period primarily attributable to a $1.5 million increase in personnel-related costs.

Other income, net

Other income, net decreased $0.5 million, or 59%, and $0.3 million, or 20%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily attributable to lower interest income reflecting lower average cash balances in interest-earning accounts.

Income tax provision

The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate which is adjusted for discrete items occurring during the period. We had income tax provisions of $3.0 million and $10.6 million for the three and six months ended June 30, 2026, and $3.3 million and $4.4 million for the three and six months ended June 30, 2025, respectively. Our effective tax rate was 41.2% and 29.9% for the three and six months ended June 30, 2026, and 28.9% and 34.5% for the three and six months ended June 30, 2025, respectively. Our effective tax rate for the three and six months ended June 30, 2026 differs from the U.S. federal statutory income tax rate of 21% primarily due to state taxes, stock-based compensation and interest on uncertain tax positions. Our effective tax rate for the three and six months ended June 30, 2025 differed from the U.S. federal statutory income tax rate of 21% primarily due to discrete items related to stock-based compensation and uncertain tax positions, partially offset by research and development credits.

We maintain a valuation allowance on our California deferred tax assets, which consist primarily of tax credits, as of June 30, 2026. Our judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to our income tax provision in the period of change.

Non-GAAP Financial Measures

Non-GAAP operating income (loss) and adjusted EBITDA as we define them may not be comparable to similarly titled measures used by other companies. Because of these limitations, you should consider non-GAAP operating income (loss) and adjusted EBITDA alongside other financial performance measures, including income (loss) from operations, net income (loss) and our other GAAP results.

We compensate for these limitations by reconciling non-GAAP operating income to income from operations, and adjusted EBITDA to net income, the most comparable GAAP financial measures, as follows:

(1) Represents non-GAAP operating income as a percentage of revenue.

(2) Represents adjusted EBITDA as a percentage of revenue.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of the changes in income from operations and net income for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.

Non-GAAP operating income decreased $8.5 million, or 41%, and increased $15.9 million, or 53%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily due to a $3.7 million decrease in income from operations for the three months ended June 30, 2026 and a $22.8 million increase in income from operations for the six months ended June 30, 2026, as well as the impacts of decreases in depreciation and amortization of $3.4 million and $6.3 million, respectively.

Adjusted EBITDA decreased $10.5 million, or 31%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting decreases of $3.9 million in net income and $6.6 million in adjustments to reconcile adjusted EBITDA to net income, primarily comprised of decreases of $3.4 million in depreciation and amortization, $1.3 million in stock-based compensation, and $0.9 million in acquisition-related expenses. Adjusted EBITDA increased $13.6 million, or 25%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, as a $16.3 million increase in net income was partially offset by a $2.7 million decrease in adjustments to reconcile adjusted EBITDA to net income, primarily comprised of decreases of $6.3 million in depreciation and amortization and $1.0 million in stock-based compensation, as well as $1.6 million of acquisition-related retention in the six months ended June 30, 2025, partially offset by a $6.2 million increase in income tax provision.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity to meet our business requirements and plans, both in the short-term (i.e., the next twelve months from June 30, 2026) and long-term (i.e., beyond the next twelve months), have historically been cash generated from operations. Our primary liquidity needs are related to the funding of general business requirements, including working capital requirements, research and development, and capital expenditures, as well as other liquidity requirements including, but not limited to, business combinations.

As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $62.0 million and $98.3 million, respectively.

Known Contractual and Other Obligations

A description of contractual commitments as of June 30, 2026 is included in Note 6–Commitments and Contingencies in the notes to our condensed consolidated financial statements.

More broadly, we also have purchase obligations under contractual arrangements with vendors and service providers, including for certain web-hosting and cloud computing services and advertising, which do not qualify for recognition on our condensed consolidated balance sheets but which we consider non-cancellable. During the six months ended June 30, 2026, there have been no material changes in our purchase obligations as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Trends, Uncertainties and Anticipated Sources of Funds

In order to grow our business, we intend to make significant investments in our business, which may result in increases in our personnel and related expenses. The timing and amount of these investments will vary based on our financial condition, the rate at which we add new personnel and the scale of our development, as well as the macro-economic environment. Many of these investments will occur in advance of our experiencing any direct benefit from them, which could negatively impact our liquidity and cash flows during any particular period and may make it difficult to determine if we are effectively allocating our resources. However, we expect to fund our operations, capital expenditures and other investments principally with cash flows from operations, and to the extent that our liquidity needs exceed our cash from operations, we would look to our cash on hand to satisfy those needs.

Share Repurchase Program: We maintain a share repurchase program under which we may purchase shares of our Class A common stock (the Repurchase Program), originally authorized by our Board of Directors in May 2023 and subsequently increased through additional authorizations from time to time. In February 2026, our Board of Directors approved an increase of $100.0 million to the amount authorized for repurchases under the Repurchase Program. Subject to market conditions and other factors, the Repurchase Program is intended to make opportunistic repurchases of our Class A common stock to reduce our outstanding share count. Under the Repurchase Program, shares of Class A common stock may be repurchased 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 and does not obligate us to acquire any specific number of shares. The timing and terms 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, we may, from time to time, enter into Rule 10b5‑1 trading plans to facilitate repurchases. Shares repurchased under the Repurchase Program are retired. We expect to fund repurchases with existing cash and cash equivalents. We repurchased 8.7 million shares of Class A common stock for $89.2 million, including costs associated with the repurchases, during the six months ended June 30, 2026. Additionally, we paid $0.4 million of excise taxes during the six months ended June 30, 2026 which related to previous share repurchases.

Credit Facility: We, including three of our wholly-owned subsidiaries, maintain a credit agreement (the Credit Agreement) with JPMorgan Chase Bank, National Association, as Administrative Agent, and a syndicate of lenders. The Credit Agreement provides for a $125.0 million senior secured revolving credit facility (the Credit Facility), with the option to increase up to an additional $75.0 million, and is available to be used by us and certain of our domestic subsidiaries for general corporate purposes, including acquisitions. The Credit Facility matures on September 26, 2028. We had no outstanding balance on our Credit Agreement as of June 30, 2026 or December 31, 2025. The available amount to borrow under our Credit Agreement was $124.5 million at both June 30, 2026 and December 31, 2025, which was equal to the available amount under the Credit Agreement of $125.0 million, net of letters of credit of $0.5 million. Our Credit Agreement contains certain customary financial and non-financial covenants. We were in compliance with all covenants as of June 30, 2026 and December 31, 2025.

Warehouse Line of Credit: Next Door Lending LLC (NDL), a wholly-owned subsidiary, maintains a $15.0 million warehouse line of credit, which may be increased to $18.75 million for up to 90 days subject to certain requirements, to provide NDL short-term funding for mortgage loans originated for sale. Borrowings under the warehouse line of credit bear interest at the greater of the interest rate of the underlying mortgage loans held for sale, subject to a 5.25% minimum rate, and are secured by the underlying promissory notes of the mortgage loans held for sale, as well as NDL’s other assets. The warehouse line of credit matures on February 1, 2027. NDL had $5.1 million outstanding under the warehouse line of credit as of June 30, 2026, which is included in accrued expenses and other current liabilities on our condensed consolidated balance sheet. The warehouse line of credit requires NDL to comply with certain minimum tangible net worth, liquidity, and insurance requirements. NDL was in compliance with all covenants as of June 30, 2026 and December 31, 2025.

We believe our current cash and cash equivalents and future cash flow from operations, as well as access to our Credit Agreement, will be sufficient to meet our ongoing working capital, capital expenditure and other liquidity requirements for the next twelve months and beyond.

Our future capital requirements may vary materially from those planned and will depend on certain factors, such as our growth and our operating results. If we require additional capital resources to grow our business or to acquire complementary technologies and businesses in the future, we may seek to sell additional equity or raise funds through debt financing or other sources. We cannot provide assurance that additional financing will be available at all or on terms favorable to us.

Sources and Uses of Capital Resources

The following table summarizes our cash flows:

Operating activities

Net cash provided by operating activities increased $32.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by increases of $16.3 million in net income and $3.0 million in non-cash charges, as well as a $10.0 million net cash inflow from changes in operating assets and liabilities for the six months ended June 30, 2026 as compared to a $3.4 million net cash outflow for the six months ended June 30, 2025. The increase in non-cash charges was primarily due to an $11.8 million increase in deferred taxes, partially offset by decreases of $6.3 million in depreciation and amortization, $1.0 million in stock-based compensation, and $1.0 million in other losses, net. The change to net cash inflow from changes in operating assets and liabilities was primarily due to a $1.8 million decrease in mortgage loans held for sale for the six months ended June 30, 2026, as compared to a $9.0 million increase for the six months ended June 30, 2025.

Investing activities

Net cash used in investing activities increased $9.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an $11.1 million increase in cash paid for acquisitions.

Financing activities

We had net cash used in financing activities of $89.4 million for the six months ended June 30, 2026, as compared to net cash provided by financing activities of $8.9 million for the six months ended June 30, 2025, with the change primarily due to an $88.5 million increase in repurchases of Class A common stock, as well as $1.7 million of net repayment on our warehouse line of credit for the six months ended June 30, 2026 as compared to $8.7 million of net borrowing for the six months ended June 30, 2025.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting policies as provided within U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates under different assumptions or conditions.

During the six months ended June 30, 2026, there have been no material changes in our critical accounting policies as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

During the six months ended June 30, 2026, there were no material changes from the market risk disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of June 30, 2026. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective as of June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with any certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. See further discussion under “Litigation and Other Legal Matters” in Note 6–Commitments and Contingencies in the notes to condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and the Company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequent periodic filings with the Securities and Exchange Commission.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer

The following table summarizes our share repurchase activity for the three months ended June 30, 2026:

(1) On May 2, 2023, we announced that our Board of Directors authorized a plan under which we may repurchase up to $20 million of our Class A common stock and, following our utilization of that share repurchase authorization, we announced on October 26, 2023, September 9, 2024, October 29, 2024, September 13, 2025, December 16, 2025, and February 25, 2026 that our Board of Directors approved additional share repurchase authorizations under which we may repurchase up to an additional $30 million, $50 million, $25 million, $50 million, $50 million, and $100 million respectively, of our Class A common stock (collectively, the Repurchase Program). 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 us to acquire 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, we may, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases.

(2) Average price paid per share includes costs associated with the repurchases.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Securities Trading Plans of Directors or Executive Officers

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1 of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K).

Item 6. Exhibits.

(a) Exhibits.

• The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.