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NRDS on Nasdaq

NERDWALLET, INC.

American computer processing and data preparation services company2

In its 2026 annual report the company says: “We are a remote-first company with our primary corporate offices located in San Mateo, California and Scottsdale, Arizona, and we maintain hub offices in several major metropolitan areas across the United States.”5 Its shares trade on Nasdaq under the symbol NRDS.2

Price unavailable

Last updated Oct 21, 2026.

Overview

$836.6MRevenue, fiscal 20253
$48.7MNet income, fiscal 20253

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  • TickerNRDS on Nasdaq2
  • IndustryServices-Computer Processing & Data Preparation2
  • HeadquartersSan Francisco, United States2
  • Incorporated inDE4
  • Business address19 S. B Street, Suite 9, San Mateo, Ca 944014
  • Filer categoryAccelerated filer, Emerging growth company4
  • Legal formCorporation2
  • LEI254900FJ2Y4SH71DJ3792
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o Business Filings Incorporated, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 47946442

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NerdWallet, Inc. (NerdWallet, the Company, 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.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

7.8%Operating margin3
5.8%Net margin3
21.7%Revenue growth, 20253
13.0%Return on equity3
$130.3MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Insurance brought in 34% of the revenue NERDWALLET, INC. broke down this way in fiscal 2025.

  1. Insurance$280.8M334%up 47% from 2024
  2. Emerging Verticals$189.0M323%up 51% from 2024
  3. Credit Card$133.4M316%down 24% from 2024
  4. Loans$133.4M316%up 58% from 2024
  5. SMB Products$100.0M312%down 9% from 2024
Products and services by year
Products and services202320242025
Insurance$45.0M$191.6M$280.8M
Emerging Verticals$141.9M$125.3M$189.0M
Credit Card$209.7M$176.4M$133.4M
Loans$101.6M$84.5M$133.4M
SMB Products$101.2M$109.8M$100.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue8¢$63.7M
  • Research and development8¢$66.7M
  • Other costs76¢$638.0M
  • Income tax2¢$19.5M
  • Profit6¢$48.7M

Out of $836.6M in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Capital spending1¢$1.3M
  • Share buybacks53¢$70.2M
  • Kept or used elsewhere46¢$60.1M

Out of $131.6M of cash from operations.3

Financial statements

Revenue67893$836.6M in 2025+266% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $228.3M$228.3M20192020: $245.3M$245.3M2020+7%2021: $379.6M$379.6M2021+55%2022: $538.9M$538.9M2022+42%2023: $599.4M$599.4M2023+11%2024: $687.6M$687.6M2024+15%2025: $836.6M$836.6M2025+22%
Operating income67893$65.2M in 2025+130% since 2019
-$50.0M0$50.0M$100.0M2019: $28.4M$28.4M20192020: $1.9M$1.9M2020−93%2021: -$39.0M-$39.0M20212022: -$19.0M-$19.0M2022−51%2023: $3.6M$3.6M20232024: $9.4M$9.4M2024+161%2025: $65.2M$65.2M2025+594%
Net income67893$48.7M in 2025+101% since 2019
-$50.0M-$25.0M0$25.0M$50.0M2019: $24.2M$24.2M20192020: $5.3M$5.3M2020−78%2021: -$42.5M-$42.5M20212022: -$10.2M-$10.2M2022−76%2023: -$11.8M-$11.8M2023+16%2024: $30.4M$30.4M20242025: $48.7M$48.7M2025+60%

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2025-12-312024-12-312023-12-31
Revenue$836.6M$687.6M$599.4M
Cost of revenue$63.7M$63.5M$54.0M
Research and development$66.7M$82.5M$80.5M
Sales and marketing$584.7M$470.6M$401.5M
General and administrative$56.3M$61.6M$59.8M
Total costs and expenses$771.4M$678.2M$595.8M
Income from Operations$65.2M$9.4M$3.6M
Interest income$3.2M$4.8M$3.6M
Interest expense-$600.0K-$700.0K-$800.0K
Other gains (losses), net$400.0K-$8.5M-$100.0K
Total other income (expense), net$3.0M-$4.4M$2.7M
Income before income taxes$68.2M$5.0M$6.3M
Income tax provision (benefit)$19.5M-$25.4M$18.1M
Net Income (Loss)$48.7M$30.4M-$11.8M
Basic (in dollars per share)$0.66$0.40-$0.15
Diluted (in dollars per share)$0.64$0.38-$0.15
Basic (in shares)74.3M shares76.5M shares76.7M shares
Diluted (in shares)75.9M shares78.9M shares76.7M shares

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Corporate structure

NERDWALLET, INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of NERDWALLET, INC.

  • NERDWALLET, INC. San Francisco, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What NERDWALLET, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$105.3M3 Dec 31, 2025$132.5M3 Dec 31, 2024−20.5%
Accumulated depreciation$73.5M3 Dec 31, 2025$89.5M3 Dec 31, 2024−17.9%
Property and equipment, net$31.8M3 Dec 31, 2025$43.0M3 Dec 31, 2024−26.0%
Operating-lease assets (leased space)$7.1M3 Dec 31, 2025$5.3M3 Dec 31, 2024+34.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$98.3M3 Dec 31, 2025$66.3M3 Dec 31, 2024+48.3%
Stakes in other companies (equity method)$2.0M3 Dec 31, 2025

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$123.5M3 Dec 31, 2025$112.4M3 Dec 31, 2024+9.9%
Finite-lived intangibles, gross$89.5M3 Dec 31, 2025$87.5M3 Dec 31, 2024+2.3%
Accumulated amortization$68.0M3 Dec 31, 2025$54.2M3 Dec 31, 2024+25.5%
Finite-lived intangibles, net$21.5M3 Dec 31, 2025$33.3M3 Dec 31, 2024−35.4%

Properties, in its own words

Facilities

We maintain offices in San Mateo, California, New York, New York, Scottsdale, Arizona, and Detroit, Michigan. We lease all of our facilities and do not own any real property. We have a remote-first policy that allows for almost all roles to be remote on an ongoing basis. As a result, most of our employees transitioned or were hired into permanent remote status and are not required to report to an office for work. See discussion of our lease commitments in Note 9–Leases in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 2 of the 10-K filed Feb 25, 2026.5

Leadership

Who has led NERDWALLET, INC., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Lauren Stclair2021–now
2025
Board members and other officers (13)

Timeline

  1. Aug 6, 20268-K Results of operations; Regulation FD disclosure28
  2. May 21, 20268-K Executive or director change; Shareholder vote29
  3. May 6, 20268-K Results of operations; Regulation FD disclosure30
  4. Mar 26, 20268-K Code of ethics changed31
  5. Feb 25, 20268-K Results of operations; Regulation FD disclosure32
  6. Dec 17, 20258-K Regulation FD disclosure33
  7. Nov 6, 20258-K Results of operations; Regulation FD disclosure34
  8. Sep 15, 20258-K Other events35
  9. Aug 7, 20258-K Results of operations; Regulation FD disclosure36
  10. Jun 18, 20258-K Entered a material agreement37
  11. Jun 6, 20258-K Executive or director change38
  12. May 22, 20258-K Executive or director change; Shareholder vote; Other events39
  13. Mar 2, 2010Founded NERDWALLET, INC. is founded2

Calendar

Coming up

  1. Nov 5, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.34 a share, on Nov 6, 2025.40

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results28
  2. May 6, 2026Reported quarterly or annual results30
  3. Feb 25, 2026Reported quarterly or annual results32
  4. Nov 6, 2025Reported quarterly or annual results34
  5. Aug 7, 2025Reported quarterly or annual results36
  6. May 6, 2025Reported quarterly or annual results41
  7. Feb 19, 2025Reported quarterly or annual results42
  8. Oct 29, 2024Reported quarterly or annual results43

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

355 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 47 major events, 183 insider forms, 23 large holders, 83 other. The latest 20:

  1. Sep 3, 20264 EDGAR
  2. Sep 3, 20264 EDGAR
  3. Sep 3, 20264 EDGAR
  4. Sep 3, 20264 EDGAR
  5. Aug 6, 202610-Q EDGAR
  6. Aug 6, 20268-K EDGAR
  7. Jul 2, 2026144 EDGAR
  8. Jun 30, 20264 PRIMARY DOCUMENT EDGAR
  9. Jun 30, 20264 PRIMARY DOCUMENT EDGAR
  10. Jun 3, 20264 EDGAR
  11. Jun 3, 20264 EDGAR
  12. Jun 3, 20264 EDGAR
  13. Jun 3, 20264 EDGAR
  14. Jun 2, 2026144 EDGAR
  15. Jun 2, 2026144 EDGAR
  16. Jun 2, 2026144 EDGAR
  17. Jun 1, 2026144 EDGAR
  18. Jun 1, 2026144 EDGAR
  19. Jun 1, 2026144 EDGAR
  20. May 26, 2026144 EDGAR

The 355 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

78 open-market trades by officers, directors and large owners since October 2021: 16 buys and 62 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 30, 2026McBirney CollinSale454,872$9.27$4.2MForm 4
Jun 30, 2026Topline Capital Partners, LP10% ownerSale454,872$9.27$4.2MForm 4
Jun 29, 2026McBirney CollinSale587,835$9.22$5.4MForm 4
Jun 29, 2026Topline Capital Partners, LP10% ownerSale587,835$9.22$5.4MForm 4
Jun 26, 2026McBirney CollinSale919,153$8.95$8.2MForm 4
Jun 26, 2026Topline Capital Partners, LP10% ownerSale919,153$8.95$8.2MForm 4
Mar 17, 2026YOUNT SAMUELChief Business OfficerSale71,988$10.32$742.8KForm 4
Mar 12, 2026YOUNT SAMUELChief Business OfficerSale3,011$10.61$31.9KForm 4
Mar 5, 2026Tatum NicholasChief Accounting OfficerSale10,151$11.45$116.2KForm 4
Mar 4, 2026Tatum NicholasChief Accounting OfficerSale893$11.45$10.2KForm 4
Dec 3, 2025Tatum NicholasChief Accounting OfficerSale1,191$15.93$19.0KForm 4
Dec 3, 2025Tatum NicholasChief Accounting OfficerSale596$15.93$9.5KForm 4
Dec 2, 2025YOUNT SAMUELChief Business OfficerSale15,945$16.04$255.8KForm 4
Nov 26, 2025YOUNT SAMUELChief Business OfficerSale10,000$15.07$150.7KForm 4
Nov 24, 2025YOUNT SAMUELChief Business OfficerSale5,040$14.28$72.0KForm 4
Nov 14, 2025YOUNT SAMUELChief Business OfficerSale521$14.25$7.4KForm 4
Nov 13, 2025YOUNT SAMUELChief Business OfficerSale14,439$14.34$207.1KForm 4
Nov 13, 2025YOUNT SAMUELChief Business OfficerSale12,129$14.34$173.9KForm 4
Oct 2, 2025Tatum NicholasChief Accounting OfficerSale4,272$10.76$46.0KForm 4
Jan 3, 2025YOUNT SAMUELChief Business OfficerSale159,464$13.46$2.1MForm 4

All 78 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025John LeeChief Financial Officer$395.8K$6.3M53
2025Sam YountFormer Chief Business Officer$423.0K$5.0M53
2025Tim ChenChief Executive Officer and Chairman of the Board$700.0K$1.5M53
2024Sam YountFormer Chief Business Officer$368.2K$2.1M53
2024Tim ChenChief Executive Officer and Chairman of the Board$700.0K$1.5M53

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Topline Capital Management, LLC3,289,285$30.4M7.9%−1,961,860
BlackRock, Inc.2,579,569$23.9M0.0%−481,178
Arrowstreet Capital, Limited Partnership1,770,333$16.4M0.0%−38,655
Dimensional Fund Advisors LP1,433,877$13.3M0.0%+111,029
Vanguard Capital Management LLC1,370,062$12.7M0.0%+11,622
Quinn Opportunity Partners LLC1,052,114$9.7M0.5%+62,965
Jacobs Levy Equity Management, Inc1,034,562$9.6M0.0%+310,766
State Street Corp926,571$8.6M0.0%+21,297
Geode Capital Management, LLC851,676$7.9M0.0%−67,130
D. E. Shaw & Co., Inc.813,807$7.5M0.0%+352,791
Vanguard Portfolio Management LLC789,259$7.3M0.0%−655,813
Fmr LLC665,591$6.2M0.0%+197,564
Morgan Stanley624,993$5.8M0.0%+421,649
Renaissance Technologies LLC527,000$4.9M0.0%−475,275
OP Asset Management Ltd468,194$4.3M0.0%−201,992
American Century Companies Inc349,537$3.2M0.0%+198,318
Northern Trust Corp341,362$3.2M0.0%+37,732
Trexquant Investment LP339,017$3.1M0.0%−284,150
UBS Group AG320,124$3.0M0.0%−46,848
Principal Financial Group Inc303,401$2.8M0.0%+23,761
Millennium Management LLC298,070$2.8M0.0%−309,698
Goldman Sachs Group Inc297,661$2.8M0.0%+35,258
Citadel Advisors LLC285,636$2.6M0.0%+195,870
Charles Schwab Investment Management Inc262,293$2.4M0.0%−36,019
Bridgeway Capital Management, LLC257,136$2.4M0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How NERDWALLET, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNERDWALLET, INC.1
  • CIK0001625278
  • Employer ID (EIN)45-41804405
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address19 S. B Street, Suite 9, San Mateo, CA 944011
  • Mailing address4150 N. Drinkwater Blvd., Suite 200, Scottsdale, AZ 852511
  • Phone415-549-89131
  • Shares outstanding35,100,146 Common Class A shares; 31,685,652 Common Class B shares as of Feb 23, 20265
  • Public float$349.0M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, San Jose, California PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJun 30, 20151
  • Filings362 in all: 4 (155), 144 (46), 8-K (45), 3 (21), 10-Q (14), SC 13G (8), SC 13G/A (8), S-8 (7)1
    All 33 form types

    SCHEDULE 13G/A (6), 10-K (5), DEF 14A (5), DEFA14A (5), 4/A (4), ARS (4), 3/A (3), CORRESP (3), 8-K/A (2), D (2), DRS/A (2), EFFECT (2), S-1/A (2), UPLOAD (2), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRSLTR (1), POSASR (1), PRE 14A (1), S-1 (1), S-3 (1), S-3ASR (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 14, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $.0001 par valueNRDSThe Nasdaq Global Market

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks NERDWALLET, INC. names in Item 1A of its 10-K filed Feb 25, 2026: 57 risks under these headings, as written.5

  • Risks Related to Our Business
  • We depend on relationships with our financial services partners for our historical businesses, and any adverse changes in their financial strength, tightening of their underwriting standards or adverse changes to their online marketing strategy would adversely affect our business, financial condition and results of operations.
  • If consumers or SMBs do not find value in our platform or do not like the consumer or SMB experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations.
  • We are dependent on internet search engines, particularly Google, to direct traffic to our websites and refer new users to our platform. If search engines’ algorithms, methodologies, and/or policies are modified or enforced in ways we do not anticipate, or if our search results page rankings decline for other reasons, traffic to our platform or user growth or engagement could decline, any of which would harm our business, financial condition and results of operations.
  • Failure to maintain our reputation and brand recognition and attract and engage users in a cost-effective manner would harm our business, financial condition and results of operations.
  • Use of social media, influencers, affiliate marketing, email, and text messages may adversely impact our brand and reputation or subject us to fines or other penalties.
  • We may make decisions based on the best interests of our users in order to build long-term trust that may result in us forgoing short-term gains.
  • We rely on third parties to perform certain key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.
  • We compete in a highly competitive and rapidly evolving market with a number of other companies and we face the possibility of new entrants disrupting our market over time.
  • Our expansion into mortgage brokering presents additional risks.
  • Risks related to our investment advisory businesses.
  • Our international operations subject us to additional costs and risks which could harm our business, revenue and financial results, and any future international expansion may be unsuccessful.
The other 46 risks
  • We are, and intend to continue, developing new products and services, and our failure to accurately predict their demand or growth could have an adverse effect on our business.
  • Our financial performance is dependent on our ability to successfully refer users to and market financial services partners, and these partners are not precluded from offering products and services outside of our platform.
  • If we are unable to maintain the quality of our products, expand our product offerings or continue technological innovation and improvements, our prospects for future growth may be harmed.
  • Our current lack of geographic diversity exposes us to risk.
  • We have less experience operating in some of the newer market verticals and service offerings to which we have expanded.
  • We rely on the data provided to us by users and third parties to operate and improve our product offerings, and if we are unable to maintain and grow the use of such data, we may be unable to provide users with a platform experience that is relevant and effective, which would harm our business, financial condition and results of operations.
  • We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and adversely affect our stock price, business, results of operations, and financial condition.
  • Risks Related to Our Industry and the Consumer Finance Economy
  • Macroeconomic developments such as inflationary conditions in the U.S. have caused macroeconomic uncertainty and may have an adverse impact on our business, results of operations and our vertical diversification strategy.
  • Adverse conditions in the consumer finance markets, or poor or uncertain macroeconomic conditions, could harm our business, financial condition and results of operations if our financial services partners reduce their marketing budgets and decrease spending on our platform.
  • Changes in the loan markets could harm our business, financial condition and results of operations.
  • Risks Related to Regulation
  • Failure to obtain proper business licenses or other documentation, or to otherwise comply with local laws and requirements regarding marketing or matching consumers and SMBs with financial services providers, may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.
  • We collect, store, use, and otherwise process personal information, including financial information and other sensitive data, which subjects us to governmental regulation and other legal obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could harm our reputation and our business.
  • Issues related to the development, proliferation and use of AI could materially adversely affect our reputation, business, financial condition and results of operations.
  • Our failure to comply with economic and trade sanctions laws and regulations of the United States could materially adversely affect our reputation, business, financial condition and results of operations.
  • Risks Related to Our Human Capital
  • We depend on our executive team and other key employees to manage the business and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could materially harm our business.
  • We face stiff competition for qualified personnel and if we fail to attract new personnel or fail to retain and motivate our current personnel, our business, financial condition and results of operations could be materially and adversely affected.
  • We have transitioned to being a remote-first company, which could result in reduced morale and cohesiveness and increased cybersecurity risk, which could negatively affect our business.
  • Risks Related to Our Technology, Security and Intellectual Property
  • Cybersecurity incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.
  • We rely on third-party service providers to support our platform and information technology systems.
  • Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business.
  • Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.
  • We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.
  • We rely on operating system providers and app stores to support our platform, and any disruption, deterioration or change in their services, policies, practices, guidelines and/or terms of service could have a material adverse effect on our business, financial condition and results of operations.
  • Some of our products and services contain open source software, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business.
  • Risks Related to Our Financial Operations and Accounting Matters
  • Our debt agreements contain certain restrictions that may limit our ability to operate our business.
  • Our debt agreement may not be sufficient for our capital needs and we may require additional capital to support business growth, which might not be available on acceptable terms, if at all.
  • We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value.
  • We may be unable to make acquisitions and investments, successfully integrate acquired companies into our business, or our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition, and results of operations.
  • Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition.
  • We may not continue to grow at historical rates or achieve or maintain profitability in the future.
  • We have made significant estimates and judgments in calculating our income tax provision and other tax assets and liabilities. If these estimates or judgments are incorrect, our operating results and financial condition may be materially affected.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Risks Related to Ownership of Our Class A Common Stock
  • The dual class structure of our common stock has the effect of concentrating voting control with our Co-Founder, Chief Executive Officer and Chairman of our Board of Directors, Tim Chen, which will limit or preclude your ability to influence corporate matters.
  • We are a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, we are exempt from certain corporate governance requirements.
  • We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.
  • The price of our stock may be volatile, and you could lose all or part of your investment.
  • Our results of operations may fluctuate on a quarterly and annual basis, which may impact our stock price and make it difficult to predict our future performance.
  • We do not expect to pay any cash dividends for the foreseeable future.
  • We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.
  • We will incur increased costs and management burden as a public company, particularly after we are no longer an emerging growth company, and any failure to maintain effective internal control over financial reporting could adversely affect our business and stock price.
  • As a public company, we are subject to increased regulatory requirements and scrutiny, which increase our costs and may adversely affect our business.
  • Sales of a substantial number of shares of our Class A common stock by our existing stockholders in the public market could cause our stock price to decline.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
  • Provisions in our corporate charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

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 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 8–Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.5

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