Welcome to our dedicated page for Nerdy SEC filings (Ticker: NRDY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nerdy Inc. filings document the public-company record for a NYSE-listed operator of live online tutoring and learning services. Form 8-K reports cover operating results and financial condition, exhibits for quarterly earnings releases, executive management changes, and material agreements, including debt financing arrangements. The filings also identify the company’s Class A common stock under the NRDY ticker.
Proxy and annual-meeting filings describe shareholder voting matters, board elections, auditor ratification, executive compensation votes and governance procedures. Capital-structure disclosures include Class A and Class B common stock voting information, while material-event filings provide formal records of liquidity, term-loan arrangements and other corporate actions affecting Nerdy’s reporting profile.
Nerdy Inc.’s Chief Legal Officer Christopher C. Swenson reported an open-market sale of 20,153 shares of Class A Common Stock on June 16, 2026 at $0.88 per share. According to the footnotes, these shares were automatically sold under Nerdy’s sell-to-cover program to pay federal and state taxes triggered by the vesting of 40,585 restricted stock units.
After this tax-related sale, Swenson holds 1,241,631 shares of Class A Common Stock and 650,000 restricted stock units, indicating the transaction was a routine withholding event rather than a discretionary reduction of his overall equity position.
Nerdy Inc.'s founder and CEO Charles Cohn and his spouse, Allison Cohn, filed Amendment No. 9 to update their Schedule 13D disclosures on Class A Common Stock.
Charles Cohn beneficially owns 79,822,406 shares, representing 48.7% of the combined Class A and Class B stock referenced. Allison Cohn beneficially owns 12,601,127 shares, representing 9.5% of the combined classes calculated for her stake. Their holdings are primarily through various trusts and LLCs, and each disclaims beneficial ownership of the other's shares.
The filing explains that these securities were largely received in Nerdy’s 2021 business combination using an Up-C structure, with additional purchases made later. It also outlines governance and economic arrangements, including a Stockholders’ Agreement that defines board composition and nomination rights, a Tax Receivable Agreement under which certain holders receive 85% of realized tax savings, and an OpCo LLC Agreement providing a right to redeem OpCo units (with corresponding Class B shares) for Class A shares subject to lock-up provisions.
In addition, Charles Cohn holds a Founder and CEO Performance Award covering up to 9,258,298 performance-based restricted stock units that may vest over seven years if specified stock-price hurdles between $18.00 and $42.00 per share are achieved while he remains in key leadership roles.
Nerdy Inc. director and CEO Charles K. Cohn reported an indirect open-market purchase of Class A Common Stock through the Charles K. Cohn Revocable Trust Agreement dated February 10, 2016. The trust bought 250,007 shares at a weighted average price of about $1.00 per share, with individual trades ranging from $0.97 to $1.01.
Following this purchase, that revocable trust holds 978,311 Class A shares indirectly. The filing also updates Cohn’s other direct and indirect Class A holdings across several family trusts and an LLC, with no additional buy or sell transactions reported in this excerpt.
Nerdy Inc. director and Chief Executive Officer Charles K. Cohn, through the Charles K. Cohn Revocable Trust Agreement dated February 10, 2016, bought 251,081 shares of Class A Common Stock in an open-market purchase at a weighted average price of $1.00 per share, with individual trade prices ranging from $0.98 to $1.00. Following this purchase, that trust held 728,304 shares of Class A Common Stock.
As of this filing, Cohn also held additional Class A shares indirectly through several family trusts and Rarefied Air Capital LLC, and directly held 9,258,298 shares. Separate Restricted Stock Units under the Nerdy Inc. 2021 Equity Incentive Plan vest only if share price targets between $18.00 and $42.00 are met before September 20, 2028.
Nerdy Inc. Chief Executive Officer Charles K. Cohn, through the Charles K. Cohn Revocable Trust, bought Class A Common Stock in the open market. The trust acquired 258,204 shares at a weighted average price of $0.97 per share on June 11, 2026, with individual trades between $0.94 and $0.99.
After this purchase, the revocable trust held 477,223 Class A shares indirectly. Separate entries show additional indirect holdings through various Cohn family trusts and Rarefied Air Capital LLC, plus a direct holding of 9,258,298 Class A shares. A performance-based RSU award will vest in seven tranches if share-price targets between $18 and $42 are met by September 20, 2028.
Nerdy Inc. CEO Charles K. Cohn, through the Charles K. Cohn Revocable Trust, made an open-market purchase of 219,019 shares of Class A Common Stock at a weighted average price of about $0.91 per share. After this transaction, the revocable trust held 219,019 shares.
As of the same date, Cohn also had substantial indirect holdings through family trusts and Rarefied Air Capital LLC, along with direct ownership of 9,258,298 Class A shares. Separate Restricted Stock Units granted under the Nerdy Inc. 2021 Equity Incentive Plan may vest upon future stock price milestones up to $42.00 per share, expiring on September 20, 2028.
Nerdy Inc. detailed the separation terms for former Chief Financial Officer Jason Pello. He previously ceased serving as CFO effective April 3, 2026, and on May 21, 2026 the company and Pello entered into a Consulting Agreement, Departure Agreement and General Release.
Under this agreement, Pello will act as a consultant through October 3, 2026 and receive aggregate consulting payments totaling $223,125. The agreement also allows continued vesting of 333,333 restricted stock units that had been scheduled to vest on April 15, 2026 and May 15, 2026. The agreement includes a customary release of claims and becomes effective after the applicable revocation period.
Nerdy Inc. Chief Legal Officer Christopher C. Swenson reported an automatic sale of 22,796 shares of Class A Common Stock at $0.80 per share. According to the footnotes, these shares were sold in the open market solely to cover federal and state taxes triggered by the vesting of 50,000 restricted stock units under the company’s sell-to-cover program.
After this tax-related transaction, Swenson’s reported holdings consist of 1,221,199 shares of Class A Common Stock and 690,585 restricted stock units, for a total of 1,911,784 shares and units.
Nerdy Inc. reported modest Q1 2026 growth with a sharply narrower loss. Revenue rose to $48.7 million from $47.6 million, while gross margin improved to 66% from 58% as cost of revenue fell.
Net loss shrank to $6.1 million from $16.2 million, helped by lower sales and marketing and general and administrative expenses, including AI-enabled productivity gains. Operating cash outflow improved to $1.8 million, and cash and equivalents were $44.7 million with $20.0 million outstanding under a Term Loan at 10.75%.
Consumer revenue grew on higher average revenue per member, though Active Members declined year over year. Institutional revenue was slightly lower. Nerdy remained in compliance with debt covenants and believes existing cash will cover near-term operating and investment needs.