Document

S-8 1 forms-822526.htm S-8 Document

As filed with the Securities and Exchange Commission on February 25, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________________

NERDWALLET, INC.

(Exact name of registrant as specified in its charter)

_____________________________________


Delaware			45-4180440
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

19 S. B Street, Suite 9

San Mateo, California 94401

(Address of principal executive offices, including zip code)

2021 Equity Incentive Plan, as amended

2021 Employee Stock Purchase Plan

(Full title of the plan)

Tim Chen

Chief Executive Officer

NerdWallet, Inc.

19 S. B Street, Suite 9

San Mateo, California 94401

(415) 549-8913

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:


Bryan K. Brown Justin W. McKithen Jones Day 717 Texas Avenue Suite 3300 Houston, Texas 77002 (832) 239-3939			Ekumene Lysonge Kim Kane Office of the General Counsel NerdWallet, Inc. 4150 N. Drinkwater Blvd., Suite 200 Scottsdale, Arizona 85251 (415) 549-8913

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐			Accelerated filer ☒
Non-accelerated filer ☐			Smaller reporting company ☐
			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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 is filed by NerdWallet, Inc. (the Registrant) to register an additional 3,564,464 and 712,892 shares of Class A common stock, par value $0.0001 per share (Class A common stock) to be issued pursuant to the 2021 Equity Incentive Plan, as amended, and the 2021 Employee Stock Purchase Plan, respectively. Accordingly, the Registrant incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-285064) filed by the Registrant with the Securities and Exchange Commission (SEC) on February 19, 2025, the Registration Statement on Form S-8 (File No. 333-277195) filed by the Registrant with the SEC on February 20, 2024, the Registration Statement on Form S-8 (File No. 333-269946) filed by the Registrant with the SEC on February 23, 2023, the Registration Statement on Form S-8 (File No. 333-265197) filed by the Registrant with the SEC on May 25, 2022, and the Registration Statement on Form S-8 (File No. 333-260853) filed by the Registrant with the SEC on November 8, 2021.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026 (the Form 10-K); and

b) The description of the Registrant’s Class A common stock contained in Exhibit 4.1 of the Form 10-K, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number

Description of Exhibit

Location

4.1

Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed November 10, 2021

4.2

Amended and Restated Bylaws of the Registrant.

Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (No. 001-40994) filed November 10, 2021

5.1

Opinion of Jones Day.

Filed herewith

23.1

Consent of Deloitte & Touche LLP.

Filed herewith

23.2

Consent of Jones Day (included in Exhibit 5.1).

Filed herewith

24.1

Power of Attorney (included on the signature page hereto).

Filed herewith

99.1

2021 Equity Incentive Plan, as amended.

Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-265197) filed May 25, 2022

99.2

Forms of Notice of Stock Option Grant, Stock Option Agreement, and Exercise Notice under the 2021 Equity Incentive Plan.

Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021

99.3

Form of Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan.

Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021

99.4

2021 Employee Stock Purchase Plan.

Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (No. 333-260134) filed October 26, 2021

99.5

Form of PSU Agreement with Change of Control.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed March 17, 2023

107

Filing Fee Table.

Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, State of California, on this 25th day of February 2026.


NERDWALLET, INC.

By:			/s/ Tim Chen
			Name: Tim Chen
			Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tim Chen, Jun Hyung Lee, Nicholas Tatum, and Ekumene Lysonge, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 of NerdWallet, Inc., and any and all amendments (including post-effective amendments) thereto and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Tim Chen

Chief Executive Officer and Chairman of the Board of Directors

February 25, 2026

Tim Chen

(Principal Executive Officer)

/s/ Jun Hyung Lee

Chief Financial Officer

February 25, 2026

Jun Hyung Lee

(Principal Financial Officer)

/s/ Nicholas Tatum

Chief Accounting Officer

February 25, 2026

Nicholas Tatum

(Principal Accounting Officer)

/s/ Jennifer Ceran

Director

February 25, 2026

Jennifer Ceran

/s/ Lynne Laube

Director

February 25, 2026

Lynne Laube

/s/ Anthony Ling

Director

February 25, 2026

Anthony Ling

/s/ Kenneth McBride

Director

February 25, 2026

Kenneth McBride

SEC Form S-8 filed by NerdWallet Inc.