{"url_path":"/sec/nrds/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1625278/0001625278-26-000048-index.html","accession_number":"0001625278-26-000048","cik":"0001625278","ticker":"NRDS","issuer_name":"NERDWALLET, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1625278/0001625278-26-000048-index.html","primary_entity_key":"0001625278","primary_entity_name":"NERDWALLET, INC."},"word_count":469,"has_tables":true,"body_markdown":"Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Teresa Chia to the Board of Directors\n\nOn May 21, 2026, the board of directors (the Board) of NerdWallet, Inc. (the Company) appointed Teresa Chia to serve as a member of the Board effective May 22, 2026, to fill the vacancy created by Jennifer Ceran’s decision not to stand for re-election to the Board. The Board determined that Ms. Chia is an “independent director” as such term is defined by the applicable listing rules of The Nasdaq Stock Market (Nasdaq) and qualifies as “independent” in accordance with the additional independence rules established by the Securities and Exchange Commission (the SEC) and the Nasdaq for service on audit committees. Ms. Chia will serve as an independent director until the 2027 annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation, or removal. The Board also appointed Ms. Chia to the Audit Committee of the Board (the Audit Committee).\n\nMs. Chia’s compensation will be in accordance with the Company’s non-employee director compensation policy, as further described under the heading “Compensation of Non-Employee Directors for 2025” in the Company’s definitive proxy statement filed with the SEC on April 14, 2026. As a non-employee director, Ms. Chia will receive annual cash compensation of $50,000 for her service on the Board and $10,000 for her service on the Audit Committee. Upon her appointment to the Board, she will receive an initial grant of restricted stock units (RSUs) having an aggregate target grant-date value of $185,000, vesting in three annual installments on the first three anniversaries of the date of grant. In addition, she will receive an annual grant of RSUs having an aggregate target grant-date value of $185,000, prorated to reflect the period of service between the date of her appointment and the Company’s 2027 annual meeting of stockholders, which grant will vest on the earlier of the first anniversary of the grant date or the day immediately preceding the Company’s 2027 annual meeting of stockholders. The RSUs are subject to the terms of the Company’s 2021 Equity Incentive Plan, as amended, RSU Award Grant Notice, and Award Agreement. Ms. Chia will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.\n\nThere are no arrangements or understandings between Ms. Chia and any other persons pursuant to which Ms. Chia was appointed to the Board. There are no family relationships between Ms. Chia and any other director or executive officer of the Company and she has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K."}