NRDY files 8-K with Q3 2025 earnings and press releases

Rhea-AI Filing Summary

Nerdy Inc. (NRDY) furnished press releases announcing results for its third quarter ended September 30, 2025. The company made the materials available as exhibits to a current report.

The information in the attached press releases is expressly furnished and not deemed filed under the Exchange Act, limiting associated liabilities unless specifically incorporated by reference. Included exhibits: 99.1 (Earnings Release) and 99.2 (Press Release).

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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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) November 6, 2025

NERDY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39595		98-1499860
(State or other jurisdiction of incorporation)		(Commission File Number)		(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 2.02. Results of Operations and Financial Condition.

On November 6, 2025, Nerdy Inc. issued press releases announcing results for its third quarter ended September 30, 2025. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in Item 2.02, Exhibit 99.1, and Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Earnings Release dated November 6, 2025.
99.2		Press Release dated November 6, 2025.
104		Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).

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: November 6, 2025				By:		/s/ Jason Pello
				Name:		Jason Pello
				Title:		Chief Financial Officer

3

FAQ

What did Nerdy (NRDY) announce in this 8-K?

Nerdy furnished press releases reporting its results for the third quarter ended September 30, 2025.

Which exhibits contain Nerdy’s Q3 2025 materials?

Exhibit 99.1 is the Earnings Release and Exhibit 99.2 is a Press Release, both dated November 6, 2025.

Are the Q3 2025 materials considered filed with the SEC?

No. The information is furnished and not deemed filed under the Exchange Act unless specifically incorporated by reference.

What period do the results cover for NRDY?

They cover the third quarter ended September 30, 2025.

Who signed the report for Nerdy Inc.?

The report was signed by Jason Pello, Chief Financial Officer.

Where is NRDY listed and what is the ticker?

Nerdy’s Class A common stock trades on the New York Stock Exchange under ticker NRDY.