Item 5.03  Amendments to Articles of Incorporation or Bylaws.
Amendment and Restatement of Certificate of Incorporation
On November 8, 2021, the Company filed an amended and restated certificate of
incorporation (the "Restated Certificate") with the Secretary of State of the
State of Delaware in connection with the closing of the Company's initial public
offering of shares of Class A common stock (the "IPO"). The Company's board of
directors and stockholders previously approved the Restated Certificate to be
effective upon the closing of the IPO. The Restated Certificate is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
On November 8, 2021, the Company's Amended and Restated Bylaws (the "Restated
Bylaws") became effective in connection with the closing of the IPO. The
Company's board of directors and stockholders previously approved the Restated
Bylaws to be effective upon the closing of the IPO. The Restated Bylaws are
attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Please see the description of the Restated Certificate and the Restated Bylaws
in the section titled "Description of Capital Stock" in the final prospectus the
Company filed with the Securities and Exchange Commission on November 5, 2021
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating
to the Registration Statement on Form S-1, as amended (File No. 333-260134).
Item 7.01  Regulation FD Disclosure.
The Company announces material information to the public through a variety of
means, including filings with the Securities and Exchange Commission, press
releases, public conference calls, the Company's website (nerdwallet.com), the
investor relations section of its website (investors.nerdwallet.com), its
Instagram account (@NerdWallet), its Twitter account (@NerdWallet), its LinkedIn
account (linkedin.com/company/nerdwallet), and its Facebook page (@NerdWallet).
The Company uses these channels to communicate with investors and the public
about the Company, its products and other matters. Therefore, the Company
encourages investors, the media and others interested in the Company to review
the information it makes public in these locations, as such information could be
deemed to be material information.
The Company intends to post the schedule for announcement of its financial
results for the fourth quarter of 2021 on the investor relations section of the
Company's website.
Item 8.01  Other Events.
On November 8, 2021, the Company issued a press release announcing the closing
of its IPO of 8,337,500 shares of its Class A common stock, which includes the
exercise in full of the underwriters' option to purchase 1,087,500 Class A
common stock, at a public offering price of $18.00 per share. The gross proceeds
to the Company from the IPO were $150.1 million, before deducting underwriting
commissions and estimated offering expenses payable by the Company.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

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Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.                Description
3.1                          Amended and Restated Certificate of Incorporation of NerdWallet, Inc  .
3.2                          Amended and Restated Bylaws of NerdWallet, Inc.
99.1                         Press Release dated November 8, 2021.

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