Nerdy CFO to take over after CAO resigns

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.

Rhea-AI Filing Summary

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.

8-K Event Classification

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

1 item

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.

Key Figures

Resignation notification date: September 1, 2026 Form signature date: September 8, 2026 Trading symbol: NRDY

3 metrics

Resignation notification date September 1, 2026 Date Kyle Callaway notified Nerdy Inc. of his decision to resign

Form signature date September 8, 2026 Date Nerdy Inc. executed the report through its Chief Legal Officer

Trading symbol NRDY Symbol for Nerdy Inc.’s Class A common stock on the New York Stock Exchange

Key Terms

principal accounting officer, emerging growth company, financial reporting, internal controls

4 terms

principal accounting officer financial

"resign from his position as the Company’s Chief Accounting Officer and principal accounting officer"

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

financial reporting financial

"not the result of any disagreement with the Company regarding its financial reporting"

Financial reporting is the regular release of a company's key money-related documents—like sales, profit, assets and debts—that together act as a fiscal scorecard showing how the business is performing. Investors use these reports the way a mechanic uses a car inspection: to spot strengths, weaknesses or hidden problems, estimate future prospects and decide whether the company is a safe or attractive place to put their money.

internal controls financial

"any disagreement with the Company regarding its financial reporting, accounting policies or practices, or internal controls"

Internal controls are the policies, procedures and routine checks a company uses to keep its financial records accurate, safeguard assets, and ensure laws and internal rules are followed. For investors they matter because strong controls reduce the risk of accounting errors, fraud or surprise liabilities; think of them as locks, alarms and bookkeeping checklists that make a company’s reported results more trustworthy and lower the chance of unexpected losses.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive leadership change did Nerdy Inc. (NRDY) announce on September 1, 2026?

Nerdy Inc. announced that on September 1, 2026, Kyle Callaway decided to resign from his position as Chief Accounting Officer and principal accounting officer after accepting a role at another company.

Why did Kyle Callaway resign from Nerdy Inc. (NRDY)?

Kyle Callaway resigned after accepting a position at another company. Nerdy Inc. states that his decision was not the result of any disagreement with the company regarding financial reporting, accounting policies or practices, or internal controls.

Who will serve as Nerdy Inc. (NRDY)’s principal accounting officer after the resignation?

Following Kyle Callaway’s departure, Atul Bagga, Nerdy Inc.’s Chief Financial Officer, will also assume the role of the company’s principal accounting officer.

Did Nerdy Inc. (NRDY) report any accounting or internal control disputes related to this resignation?

No. Nerdy Inc. states that Kyle Callaway’s resignation was not the result of any disagreement with the company regarding its financial reporting, accounting policies or practices, or internal controls.

What is the trading symbol and exchange for Nerdy Inc. affected by this leadership change?

Nerdy Inc.’s Class A common stock, par value $0.0001 per share, trades under the symbol NRDY on the New York Stock Exchange.

Who signed the September 2026 report for Nerdy Inc. (NRDY)?

The report was signed on behalf of Nerdy Inc. by Christopher C. Swenson, who is the company’s Chief Legal Officer and Corporate Secretary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 05:25 PM EDT Accepted by SEC EDGAR 09/08/2026 - 05:25 PM EDT Learn about SEC filing dates

0001819404FALSE00018194042026-08-202026-08-20

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) September 1, 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.

On September 1, 2026, Kyle Callaway notified Nerdy Inc. (the “Company”) of his decision to resign from his position as the Company’s Chief Accounting Officer and principal accounting officer. Mr. Callaway has accepted a position at another company and his decision was not the result of any disagreement with the Company regarding its financial reporting, accounting policies or practices, or internal controls. Upon Mr. Callaway’s departure, Atul Bagga, the Company’s Chief Financial Officer, will assume the role of the Company’s principal accounting officer.

1

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: September 8, 2026			By:			/s/ Christopher C. Swenson
						Name: Christopher C. Swenson
						Title:   Chief Legal Officer and Corporate Secretary

2

Filing Exhibits & Attachments

4 documents

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