Nerdy Inc. (NRDY) SEC Filings

Nerdy Inc. (NRDY) reports that on September 1, 2026, Kyle Callaway notified the company of his decision to resign from his role as Chief Accounting Officer and principal accounting officer after accepting a position at another company. The company states that his resignation was not due to any disagreement regarding financial reporting, accounting policies or practices, or internal controls.

Upon Mr. Callaway’s departure, Atul Bagga, Nerdy’s Chief Financial Officer, will also assume the role of principal accounting officer, consolidating the finance and accounting leadership roles under the CFO.

Nerdy Inc. (NRDY) announced that it has regained compliance with the New York Stock Exchange continued listing standard for minimum share price under Section 802.01C of the NYSE Listed Company Manual. The NYSE notified Nerdy on September 1, 2026, based on the Company’s closing share price on August 31, 2026 and its average closing share price for the 30 trading days ended August 31, 2026, which was above the NYSE’s $1.00 minimum requirement. Nerdy’s Class A common stock will continue to be listed and trade on the NYSE, subject to compliance with other NYSE continued listing standards.

Nerdy Inc. (NRDY) received an Amendment No. 3 to a Schedule 13D from Technology Crossover/TCV-related entities updating their beneficial ownership after a 1-for-15 reverse stock split of the Common Stock effective August 19, 2026. Technology Crossover Management VIII, Ltd. and Technology Crossover Management VIII, L.P. each report beneficial ownership of 1,372,420 shares (including Opco Units exchangeable into Class A), representing 14.2% of the Class A Common Stock based on 127,879,473 shares outstanding as of July 31, 2026.

TCV VIII, L.P., TCV VIII VT Master GP, LLC and TCV VIII VT Master, L.P. each report 1,109,101 Opco Units (together with an equal amount of Class B Common Stock) deemed 11.5% beneficial ownership, while TCV VIII (A), L.P. reports 263,319 shares, or 3.1%. Certain upstream TCV entities may be deemed to share dispositive and voting power but disclaim beneficial ownership except to the extent of any pecuniary interest.

Nerdy Inc. (NRDY) reported an executive leadership change. On August 20, 2026, the company notified John Paszterko that his service as Chief Operating Officer was being ended, effective immediately. The report is signed on behalf of Nerdy Inc. by Christopher C. Swenson, Chief Legal Officer and Corporate Secretary.

Nerdy Inc. approved and implemented a 1-for-15 reverse stock split of its Class A and Class B common stock. A certificate of amendment was filed in Delaware, and the split becomes effective at 12:01 a.m. Eastern Time on August 19, 2026, with Class A shares trading on a split-adjusted basis that day under the existing NRDY symbol and a new CUSIP 64081V208.

The reverse split will reduce outstanding Class A shares from approximately 127.9 million to 8.5 million and is intended to increase the per-share price to satisfy the NYSE’s minimum average closing price requirement for continued listing. Stockholders approved the reverse split authorization at a special meeting, with 148,505,852 votes for and 3,646,654 against. No fractional shares will be issued; holders otherwise entitled to fractions will receive cash in lieu. Proportionate adjustments will be made to equity awards and share reserves, and authorized share counts and par values will not change.

Nerdy Inc. reported second‑quarter 2026 revenue of $43.2 million, down modestly year over year, while improving profitability. Gross profit was $28.0 million with a 65% gross margin, up from 62%, as cost of revenue fell on lower Expert costs and reduced amortization of internal‑use software.

Operating loss narrowed to $6.5 million from $12.3 million, and net loss to $6.9 million from $12.0 million, driven by double‑digit declines in sales and marketing and general and administrative expenses, including lower stock‑based compensation. For the first half, operating cash outflow improved to $6.5 million from $13.5 million.

Cash and cash equivalents were $38.4 million at June 30, 2026, alongside $20.0 million outstanding under a Term Loan bearing 10.75% interest and subject to liquidity and contribution‑margin covenants, with which the company reports compliance. Active Members declined 5% year over year to 29.1 thousand, but ARPM increased 5% to $366. Strategically, Nerdy abandoned its First Tutors business and, after quarter‑end, committed to wind down Varsity Tutors for Schools, expecting $2–4 million of exit costs and lower Institutional revenue. The company also discloses NYSE non‑compliance with the $1.00 minimum bid price and is pursuing a reverse stock split to regain compliance.

Nerdy Inc. reported second-quarter 2026 results with revenue of $43.3 million, down 4% year over year but in line with its $42–$44 million guidance. Consumer revenue was $36.5 million, or 84% of the total. Gross margin expanded to 64.7% from 61.5%, while net loss narrowed to $6.9 million from $12.0 million. Non-GAAP adjusted net loss improved to $2.1 million, and non-GAAP adjusted EBITDA loss shrank to $0.9 million from $2.7 million. As of June 30, cash and equivalents were $38.4 million.

The company is exiting First Tutors in the U.K. and shutting down Varsity Tutors for Schools, actions expected to lower annual fixed costs by about $11 million but generate $2–$4 million of exit costs, primarily in Q3. Full-year 2026 revenue guidance was reduced to $168–$175 million from $180–$190 million, with non-GAAP adjusted EBITDA now guided to -$4 million to approximately breakeven, excluding exit costs. Year-end cash is expected at $30–$32 million, including $20 million drawn on the term loan. Active Members were 29.1 thousand, down 5% year over year, while ARPM rose 5% to $366.

Nerdy Inc. approved a plan on July 31, 2026 to wind down its Varsity Tutors for Schools offering and business line so it can focus on its core Consumer business. The company currently estimates exit-related costs of $2 million to $4 million, substantially all expected to be recognized in the third quarter of 2026.

The estimated charges include $0.3 million to $0.5 million of employee severance and other termination benefits, $0.5 million to $1.3 million of contract termination costs, $1.4 million to $1.6 million of asset impairment charges, and $0.1 million to $0.2 million of other exit costs. Future cash expenses are estimated at $0.7 million to $1.8 million, with non-cash expenses of $1.6 million to $1.8 million. These restructuring expenses will be included in GAAP results but excluded from non-GAAP results, and actual amounts may differ materially from estimates.

Nerdy Inc. reports that Chief Financial Officer Atul Bagga sold 36,426 shares of Class A Common Stock at $0.83 per share on July 16, 2026. The shares were automatically sold in the open market under the issuer's sell-to-cover program to satisfy tax withholding obligations arising from the vesting and settlement of 125,000 restricted stock units. After this transaction, he holds 88,574 shares of Class A Common Stock and 1,375,000 restricted stock units, totaling 1,463,574 reported equity-based interests.