Item 5.03 Amendments to Articles of Incorporation or Bylaws. Amendment and Restatement of Certificate of Incorporation OnNovember 8, 2021 , the Company filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of theState 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 OnNovember 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 theSecurities and Exchange Commission onNovember 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 theSecurities 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. OnNovember 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 ofNerdWallet, Inc . 3.2 Amended and Restated Bylaws ofNerdWallet, Inc. 99.1 Press Release datedNovember 8, 2021 .
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