Nerdy (NRDY) details consulting pay and RSU vesting for ex-CFO

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Consulting payments: $223,125 RSUs continuing to vest: 333,333 restricted stock units CFO role end date: April 3, 2026 +2 more

5 metrics

Consulting payments $223,125 Aggregate consulting payments under agreement with former CFO

RSUs continuing to vest 333,333 restricted stock units Units scheduled to vest on April 15 and May 15, 2026

CFO role end date April 3, 2026 Date Jason Pello ceased serving as Chief Financial Officer

Agreement date May 21, 2026 Date Consulting and Departure Agreement and General Release was entered

Consulting term end October 3, 2026 End of consulting period for former CFO

Key Terms

Consulting Agreement, Departure Agreement, General Release, restricted stock units

4 terms

Consulting Agreement financial

"the Company and Mr. Pello entered into a Consulting Agreement, Departure Agreement and General Release"

Departure Agreement financial

"the Company and Mr. Pello entered into a Consulting Agreement, Departure Agreement and General Release"

General Release financial

"The Agreement contains a customary release of claims and becomes effective upon expiration of the applicable revocation period."

restricted stock units financial

"continued vesting of 333,333 restricted stock units that were scheduled to vest on April 15, 2026 and May 15, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Understanding 8-K Material Events →

0001819404FALSE00018194042026-05-212026-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) May 21, 2026

___________________________________

NERDY INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation)			001-39595 (Commission File Number)			98-1499860 (I.R.S. Employer Identification No.)
			8001 Forsyth Blvd., Suite 1050 St. Louis, MO			63105
			(address of principal executive offices)			(zip code)
(314) 412-1227
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

NRDY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Consulting Agreement, Departure Agreement, and General Release with Former Chief Financial Officer

On April 6, 2026, Nerdy Inc. (the “Company”) filed a Current Report on Form 8-K announcing that Jason Pello ceased serving as the Company’s Chief Financial Officer effective April 3, 2026. In connection with Mr. Pello’s previously announced separation from the Company, the Company and Mr. Pello entered into a Consulting Agreement, Departure Agreement and General Release (the “Agreement”) on May 21, 2026.

Pursuant to the Agreement, Mr. Pello will serve as a consultant to the Company through October 3, 2026 and will receive aggregate consulting payments totaling $223,125. The Agreement also provides for the continued vesting of 333,333 restricted stock units that were scheduled to vest on April 15, 2026 and May 15, 2026. The Agreement contains a customary release of claims and becomes effective upon expiration of the applicable revocation period.

The foregoing description of the Agreement is a summary only and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
†10.1						Consulting Agreement, Departure Agreement, and General Release, dated as of May 21, 2026, by and between Jason Pello and Nerdy Inc., Nerdy LLC, Varsity Tutors LLC, Varsity Tutors for Schools LLC, and Live Learning Technologies Shared Resources LLC.
104						Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).

†    These exhibits constitute management contracts, compensatory plans, and arrangements.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Nerdy Inc.
			(Registrant)
Date: May 22, 2026			By:			/s/ Christopher C. Swenson
						Name: Christopher C. Swenson
						Title:   Chief Legal Officer and Corporate Secretary

3

FAQ

What did Nerdy Inc. (NRDY) disclose about its former CFO Jason Pello?

Nerdy Inc. disclosed final separation terms for former CFO Jason Pello. He stopped serving as CFO effective April 3, 2026, and later signed a Consulting Agreement, Departure Agreement and General Release outlining consulting services, compensation, equity vesting and release of claims.

How much will Nerdy Inc. (NRDY) pay its former CFO under the consulting agreement?

Under the consulting agreement, Nerdy Inc. will pay former CFO Jason Pello aggregate consulting payments totaling $223,125. These payments cover his consulting services to the company from May 21, 2026 through October 3, 2026, as described in the agreement.

What happens to Jason Pello’s restricted stock units at Nerdy Inc. (NRDY)?

The agreement provides for continued vesting of 333,333 restricted stock units granted to Jason Pello. These units had been scheduled to vest on April 15, 2026 and May 15, 2026, and the agreement clarifies they will continue to vest despite his departure.

How long will the former CFO consult for Nerdy Inc. (NRDY)?

Jason Pello will serve as a consultant to Nerdy Inc. through October 3, 2026. During this period, he will receive aggregate consulting payments of $223,125 under the Consulting Agreement, Departure Agreement and General Release signed on May 21, 2026.

Does Nerdy Inc. (NRDY) mention a release of claims in the CFO agreement?

Yes. The parties entered into a Consulting Agreement, Departure Agreement and General Release that includes a customary release of claims. The agreement becomes effective upon expiration of the applicable revocation period, as described in the filing’s summary of the terms.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 JHP CONSULTING AGREEMENT 109.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.0 KB