Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2022, NerdWallet, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) by and among the Company, On the Barrelhead, Inc., a Delaware corporation (OTB), Bighorn Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (Merger Sub Corp), Bighorn Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (Merger Sub LLC), NerdWallet Compare, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (NWC), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the stockholder representative.

The Merger Agreement provides, among other things, that upon the terms and subject to the conditions set forth in the Merger Agreement, (1) Merger Sub Corp will be merged with and into OTB, with OTB as the surviving corporation (the First Merger), (2) immediately after the First Merger, OTB will be merged with and into Merger Sub LLC, with Merger Sub LLC as the surviving entity (the Second Merger), and (3) immediately after the Second Merger, Merger Sub LLC will be merged with and into NWC, with NWC as the surviving corporation (collectively, the Transaction). The First Merger and the Second Merger are intended to be treated as integrated steps in a single transaction and together qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Merger Agreement

Pursuant to the terms of, and subject to the satisfaction or valid waiver of the conditions set forth in, the Merger Agreement, the aggregate consideration to be paid by the Company to acquire all of the equity interests in OTB at the closing of the Transaction (the Closing) is approximately $120 million, subject to customary adjustments, including for transaction expenses, indebtedness, cash and working capital (the Purchase Price). The Purchase Price will consist of approximately $70 million in cash and approximately $50 million in shares of the Company's Class A common stock (the Stock Consideration). The Company expects to finance the cash portion of the Purchase Price with borrowings under the Company's existing credit facility with Silicon Valley Bank as administrative agent. The number of shares of the Stock Consideration will be determined based on the 30-trading day volume-weighted-average price of the Company's Class A common stock as reported on the Nasdaq Global Market as of June 22, 2022. Half of the Stock Consideration will be subject to a two-year lock-up following the Closing.

Conditions to the Transaction

The Closing is subject to certain customary closing conditions, including, among other things, the accuracy of the representations and warranties in the Merger Agreement as of the Closing, the retention of certain key employees, that no material adverse effect has occurred in relation to OTB or the Company, and that no legal or regulatory restraint or prohibition preventing the consummation of the Transaction is in effect. The Closing is expected to occur in the third quarter of 2022.

Representations and Warranties; Covenants

The Merger Agreement contains customary representations, warranties, agreements and covenants, including, among other things, covenants that OTB will conduct its business in the ordinary course and refrain from taking certain actions until the consummation of the Transaction, covenants regarding access to information and confidentiality, and other customary covenants and agreements.

Termination of the Merger Agreement

The Merger Agreement may be terminated under certain circumstances, including by either the Company or OTB if (i) the Transaction is not consummated by September 21, 2022, (ii) any governmental authority of competent jurisdiction has enacted a law or issued an order permanently prohibiting the Transaction, or (iii) the stockholders of OTB have not approved the Merger Agreement and the Transaction within a certain time period.


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Treatment of Outstanding OTB Options

In connection with the Closing, each outstanding in-the-money option to purchase shares of OTB, whether or not vested, will automatically be cancelled and converted into the right of such optionholder to receive: (1) an amount in cash equal to the product of (a) the difference of (i) the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement), minus (ii) the per share exercise price for such option, multiplied by (b) the number of shares of OTB subject to such option and (2) such optionholder's portion of the Contingent Consideration (as defined in the Merger Agreement), in each case subject to applicable tax withholding.

Additional Information

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference. A copy of the Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about the Company or OTB.

The Merger Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Merger Agreement reflect negotiations between the parties to the Merger Agreement and are not intended as statements of fact to be relied upon by the Company's stockholders . . .




Item 3.02  Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Subject to the terms and conditions of the Merger Agreement, at the Closing, the Company will issue the Stock Consideration. These shares of the Company's Class A common stock will be issued in a transaction not involving a public offering and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act).


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2022, the Compensation Committee of the Company's Board of Directors (the Committee) approved an award to Tim Chen, the Company's Chief Executive Officer, of 239,507 restricted stock units (RSUs) and 598,768 stock options under the Company's 2021 Equity Incentive Plan (the Award). The Award has an effective grant date and vesting commencement date of July 1, 2022 and will vest over approximately four years (with the options vesting in substantially equal monthly installments and the RSUs vesting in substantially equal quarterly installments), subject in each case to Mr. Chen's continued service to the Company through the applicable vesting dates. The Committee approved the Award to recognize and incentivize Mr. Chen's continued performance and value to the Company. It is the intent of the Committee to align its review of Mr. Chen's compensation with its review of all other executives pursuant to the Company's annual compensation cycle. As such. Mr. Chen's compensation will be reviewed again in the first quarter of 2023. Additional information regarding the Company's compensation programs that apply to Mr. Chen is set forth in the Company's definitive proxy statement on Schedule 14A for its 2022 annual meeting of stockholders, as filed with the Securities and Exchange Commission (SEC) on April 14, 2022.

Item 7.01 Regulation FD Disclosure.

On June 23, 2022, the Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the Exchange Act), except as expressly set forth by specific reference in such a filing.

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