Nerdy Inc SEC Filings

Nerdy Inc. has called a virtual-only 2026 annual stockholder meeting for April 30, 2026, at 9:30 a.m. Eastern Time. Holders of 188,821,637 shares of Class A and Class B common stock as of March 3, 2026 can vote online, by phone, mail, or during the meeting.

Stockholders will vote on electing two Class II directors (Rob Hutter and Christopher “Woody” Marshall) to terms ending in 2029, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving on an advisory basis executive compensation, and choosing how often to hold future Say‑on‑Pay votes. The board recommends voting for all proposals and favors an annual Say‑on‑Pay vote.

The proxy describes Nerdy’s board structure, independence, and committees, outlines non‑employee director retainers and annual equity awards, and details executive pay. CEO Charles Cohn receives a $1 salary and previously granted performance-based equity that vests only if ambitious multi‑year stock price hurdles are met, aligning his rewards with long‑term stockholder value.

Nerdy Inc. received a notice from the New York Stock Exchange that its Class A common stock no longer meets the NYSE continued listing standard because the average closing price was below $1.00 over a consecutive 30 trading-day period. The company has up to six months from the March 5, 2026 notice to regain compliance, which it can do if on the last trading day of any calendar month its closing share price is at least $1.00 and the 30‑day average ending that day is also at least $1.00. Nerdy plans to consider options, including a potential reverse stock split subject to stockholder approval at its 2027 annual meeting if needed. Management states the notice is not expected to affect operations, SEC reporting, or its term loan, and notes cash and cash equivalents of $47.9 million as of December 31, 2025 to support liquidity and growth initiatives.

Nerdy Inc. operates an AI-enabled live tutoring and intervention platform, best known through its Varsity Tutors brand, serving consumers and school systems across thousands of subjects and multiple formats. The company connects “Learners” with vetted “Experts” for one-on-one, small-group, and class-based online instruction.

Nerdy is investing heavily in artificial intelligence, rebuilding core systems on AI-native codebases and launching its Live Learning Platform 2.0, which integrates AI-driven content, adaptive assessments, and matching tools. Products include subscription-based Learning Memberships for consumers and the Live+AI™ and Varsity Tutors for Schools offerings for institutions.

The company highlights significant ongoing net losses and negative operating cash flows, with a $60,948 thousand net loss and $18,846 thousand negative operating cash flow for the year ended December 31, 2025. Key risks include its evolving business model, high competition, indebtedness under a term loan, reliance on independent contractors, regulatory scrutiny around minors and data privacy, and uncertainty in scaling institutional contracts.

Nerdy Inc. returned to quarterly growth and reached profitability on a key non-GAAP metric. For Q4 2025, revenue was $49.1 million, up 2% from $48.0 million a year earlier and above guidance. Consumer Learning Memberships generated $41.6 million, or 85% of revenue, while Institutional revenue was $7.2 million, both growing year-over-year.

Profitability metrics improved sharply despite ongoing GAAP losses. Q4 non-GAAP adjusted EBITDA was positive $1.3 million, versus a $5.5 million loss in Q4 2024, with margin improving by more than 1,400 basis points. Full-year 2025 revenue was $179.0 million, down 6%, and net loss was $60.9 million, but non-GAAP adjusted net loss narrowed. Cash and cash equivalents were $47.9 million at year-end, and the company completed its AI-native Live+AI™ platform replatforming to support future growth and efficiency.

Nerdy Inc. Chief Financial Officer Jason H. Pello reported two equity transactions in Class A common stock. He received a grant of 1,000,000 restricted stock units (RSUs) under the Nerdy Inc. 2021 Equity Incentive Plan, with each RSU representing one share of Class A common stock. These RSUs vest in three equal parts: one-third during the months ending July 15, 2026, one-third during the twelve months ending July 15, 2027, and one-third during the twelve months ending July 15, 2028. He also completed an open-market sale of 49,814 shares at $0.97 per share to cover taxes arising from the vesting of 96,686 RSUs under the company’s sell-to-cover program. Following these transactions, he holds 1,094,286 shares of Class A common stock and 1,551,949 RSUs.

Nerdy Inc.’s Chief Legal Officer, Christopher C. Swenson, reported both an RSU award and a tax-related share sale. He received 600,000 restricted stock units under Nerdy’s 2021 Equity Incentive Plan, with one-third scheduled to vest by July 15, 2026, another third over the twelve months ending July 15, 2027, and the final third over the twelve months ending July 15, 2028.

Swenson also executed an open-market sale of 32,641 shares of Class A common stock at $0.97 per share to cover taxes triggered by the vesting of 63,353 RSUs under the company’s sell-to-cover program. After these transactions, he holds 1,091,573 shares of Class A common stock and 931,169 RSUs.

Paszterko John Andrew reported acquisition or exercise transactions in this Form 4 filing.

Nerdy Inc. reported that Chief Operating Officer John Andrew Paszterko received a grant of 600,000 restricted stock units (RSUs) tied to Class A Common Stock at a stated price of $0.0000 per unit. Each RSU represents the right to receive one share of Class A stock. The award vests in three equal portions at various points during the twelve months ending January 15, 2027, January 15, 2028, and January 15, 2029, aligning the grant with multi‑year service. Following this grant, Paszterko’s reported holdings consist of 31,543 Class A shares and 1,150,000 RSUs, totaling 1,181,543 share-based interests.