New Nerdy (NYSE: NRDY) CFO Atul Bagga joins as company issues 2026 guidance

Rhea-AI Filing Summary

Nerdy Inc. is appointing Atul M. Bagga as Chief Financial Officer effective April 6, 2026, replacing Jason Pello, whose service as CFO ended April 3, 2026.

Bagga joins from JLL Technologies, where he was CFO and Head of Global FP&A, and previously held senior finance roles at Amazon Web Services, Zynga and Lazard Capital Markets. His employment agreement provides a $500,000 base salary, a target annual cash bonus equal to 50% of base salary (pro rated for 2026), and 1,500,000 Restricted Stock Units that vest quarterly over three years.

Nerdy also outlines a 2026 outlook, expecting revenue of $180–$190 million, non-GAAP adjusted EBITDA approximately breakeven, representing more than 1,000 basis points full-year margin improvement versus 2025, and year-end 2026 cash of $40–$45 million, including $20 million already funded under its new term loan.

Positive

• Strong 2026 margin improvement target: Nerdy expects non-GAAP adjusted EBITDA to be approximately breakeven for 2026, implying more than 1,000 basis points full-year margin improvement versus 2025 while continuing to invest in growth and the learner experience.
• Liquidity outlook supports growth plans: The company projects year-end 2026 cash of $40–$45 million, including $20 million funded under a new term loan, and states it believes this provides ample liquidity to fund the business and pursue growth initiatives.

Negative

• None.

Insights

Equity analyst

Nerdy combines a CFO transition with 2026 guidance pointing to breakeven profitability and solid liquidity.

Nerdy is installing an experienced technology and internet CFO, Atul Bagga, with a compensation package built around equity via 1,500,000 RSUs. His background at JLL Technologies, AWS and Zynga aligns with scaling data- and platform-driven businesses.

The company pairs this leadership change with a 2026 outlook for revenue of $180–$190 million and non-GAAP adjusted EBITDA around breakeven, a margin improvement of over 1,000% basis points versus 2025. This frames the hire within a push toward sustainable profitability.

Expected year-end 2026 cash of $40–$45 million, including $20 million already funded under a new term loan, suggests planned capacity to fund operations and growth. Actual outcomes will depend on execution in customer acquisition, AI-driven product initiatives and adherence to debt covenants highlighted in the risk disclosures.

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

CFO base salary: $500,000 per year Target annual bonus: 50% of base salary Equity grant: 1,500,000 RSUs +5 more

8 metrics

CFO base salary $500,000 per year Base salary for Atul Bagga under employment agreement

Target annual bonus 50% of base salary Atul Bagga’s target cash bonus opportunity, pro rated for 2026

Equity grant 1,500,000 RSUs Restricted Stock Units vesting quarterly over three years from April 15, 2026

2026 revenue guidance $180–$190 million Full-year 2026 revenue outlook

2026 adjusted EBITDA outlook Approximately breakeven Non-GAAP adjusted EBITDA expected for full-year 2026

Margin improvement Over 1,000 basis points Expected 2026 non-GAAP adjusted EBITDA margin improvement vs. 2025

Year-end 2026 cash $40–$45 million Projected cash balance at end of 2026

Funded term loan $20 million Portion of new term loan currently funded and included in cash outlook

Key Terms

Restricted Stock Units, non-GAAP adjusted EBITDA, term loan, tax receivable agreement, +2 more

6 terms

Restricted Stock Units financial

"Equity Award: 1,500,000 Restricted Stock Units, with a grant date of April 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.

non-GAAP adjusted EBITDA financial

"Non-GAAP Adjusted EBITDA Guidance: For the full year of 2026, we expect non-GAAP adjusted EBITDA to be approximately breakeven"

Non-GAAP adjusted EBITDA is a measure of a company's profitability that shows earnings before interest, taxes, depreciation, and amortization, with certain adjustments made to exclude irregular or non-recurring expenses and income. It provides a clearer picture of ongoing operational performance by filtering out items that might distort the core business results. Investors use it to better compare how well different companies are performing without the noise of one-time events.

term loan financial

"inclusive of the current $20 million funded under the new term loan"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

tax receivable agreement financial

"risks associated with payments that we may be required to make under the tax receivable agreement"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

forward-looking statements regulatory

"All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"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.

Understanding 8-K Material Events →

0001819404FALSE00018194042026-04-032026-04-03

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) April 3, 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 April 6, 2026, we announced the following changes to our executive management team:

Departure of Jason Pello as Chief Financial Officer

On March 31, 2026, Jason Pello, our Chief Financial Officer, was notified of the Company’s decision to engage a new Chief Financial Officer effective April 6, 2026 and to end his service as Chief Financial Officer effective April 3, 2026.

Appointment of Atul Bagga as Chief Financial Officer

Effective April 6, 2026, we appointed Atul M. Bagga as Chief Financial Officer.

Mr. Bagga, age 55, joins the Company from JLL (NYSE: JLL), where he has served as Chief Financial Officer of JLL Technologies and Head of Global FP&A since June 2021. Prior to joining JLL, Mr. Bagga held several senior finance leadership positions at Amazon Web Services beginning in April 2016, most recently as Finance Director and Head of Finance for AWS Compute Services. He also served as Head of FP&A for AWS Services and Head of Finance for AWS Digital. Earlier in his career, Mr. Bagga served as Chief Financial Officer - Asia and Vice President of Finance at Zynga (NASDAQ: ZNGA). He also served as Senior Vice President and Senior Research Analyst at Lazard Capital Markets, covering internet and e-commerce sectors. Mr. Bagga holds an MBA from the Haas School of Business at the University of California, Berkeley, an MBA in Finance from SVKM’s Narsee Monjee Institute of Management Studies (NMIMS), and a Bachelor of Engineering in Electronics from Motilal Nehru National Institute of Technology.

Effective April 6, 2026, we entered into an employment agreement (the “Employment Agreement”) with Mr. Bagga to serve as our Chief Financial Officer. Pursuant to the Employment Agreement, Mr. Bagga will receive the compensation described below:

Base Salary: $500,000

Annual Bonus: Annual target cash bonus opportunity of not less than 50% of base salary. For 2026, an annual target cash bonus opportunity of 50% of his base salary, subject to pro-ration based upon the number of days employed in 2026, and based on certain performance targets to be determined by the Company’s Compensation Committee.

Equity Award: 1,500,000 Restricted Stock Units, with a grant date of April 15, 2026, vesting quarterly pro-rata over three years.

Other: Mr. Bagga will be eligible to participate with other executives and/or employees of the Company in Company-provided insurance benefits, so long as he meets the applicable eligibility requirements, and in such fringe benefit plans as are provided to other executives and/or employees of the Company, including holidays, paid time off, and other benefits, and subject to the terms and conditions of those plans, policies, or practices.

The foregoing description of the Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety. A copy of the press release announcing Mr. Bagga’s appointment is furnished as Exhibit 99.1.

There are no arrangements or understandings between Mr. Bagga and any other persons pursuant to which he was appointed Chief Financial Officer, and there are no family relationships between Mr. Bagga and any director or executive officer of the Company. Additionally, there are no related party transactions between Mr. Bagga and the Company reportable under Item 404(a) of Regulation S-K.

1

Cautionary Note Regarding Forward-Looking Statements

All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our strategic priorities, our growth, the sufficiency of our cash to fund future operations; and our anticipated full year 2026 outlook; as well as statements that include the words “expect,” “plan,” “believe,” “project,” “will” and “may,” and similar statements of a future or forward-looking nature. The forward-looking statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made herein or in connection herewith, including but not limited to, our offerings continue to evolve, which makes it difficult to predict our future financial and operating results; our level of indebtedness, which could adversely affect our financial condition; our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us; our history of net losses and negative operating cash flows, which could require us to need other sources of liquidity; risks associated with our ability to acquire and retain customers, operate, and scale up our Consumer and Institutional businesses; risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights; risks associated with our classification of some individuals and entities we contract with as independent contractors; risks associated with the liquidity and trading of our securities; risks associated with payments that we may be required to make under the tax receivable agreement; litigation, regulatory and reputational risks arising from the fact that many of our Learners are minors; changes in applicable law or regulation; the possibility of cyber-related incidents and their related impacts on our business and results of operations; risks associated with the development and use of artificial intelligence and related regulatory uncertainty; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and risks associated with managing our growth. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including our Annual Report on Form 10-K led on February 26, 2026, as well as other filings that we may make from time to time with the SEC.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
†10.1						Executive Services Agreement, dated as of February 23, 2026, by and between Atul Bagga and Nerdy Inc, Nerdy LLC, and Live Learning Technologies Shared Resources LLC.
99.1						Press Release dated April 6, 2026.
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.

3

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: April 6, 2026			By:			/s/ Christopher C. Swenson
						Name: Christopher C. Swenson
						Title:   Chief Legal Officer and Corporate Secretary

4

Exhibit 99.1

Nerdy Inc. Appoints Atul Bagga as Chief Financial Officer

ST. LOUIS --Nerdy Inc. (NYSE: NRDY), a leading platform for delivering live online learning, today announced the appointment of Atul Bagga as Chief Financial Officer, effective April 6, 2026.

“Atul is a disciplined and strategic financial leader with deep experience scaling high-growth technology organizations and driving operational excellence,” said Chuck Cohn, Founder, Chairman and Chief Executive Officer of Nerdy. “As we enter our next phase of growth from a position of strength, we remain focused on disciplined execution, continued margin expansion, and durable value creation. Atul’s background will be instrumental in building on the strong foundation we have established.”

In this role, Mr. Bagga will oversee Nerdy’s global finance organization, including financial planning and analysis, accounting, tax, treasury, investor relations, and capital markets activities.

Mr. Bagga joins Nerdy from JLL (NYSE: JLL), where he served as Chief Financial Officer of JLL Technologies and Head of Global FP&A since June 2021. Prior to JLL, he held several senior finance leadership roles at Amazon Web Services beginning in 2016, most recently as Finance Director and Head of Finance for AWS Compute Services. He also served as Head of FP&A for AWS Services and Head of Finance for AWS Digital.

Earlier in his career, Mr. Bagga served as Chief Financial Officer - Asia and Vice President of Finance at Zynga (NASDAQ: ZNGA). He also served as Senior Vice President and Senior Research Analyst at Lazard Capital Markets, covering internet and e-commerce sectors.

Mr. Bagga holds an MBA from the Haas School of Business at the University of California, Berkeley, an MBA in Finance from SVKM’s Narsee Monjee Institute of Management Studies (NMIMS), and a Bachelor of Engineering in Electronics from Motilal Nehru National Institute of Technology.

“I’m excited to join Nerdy at this moment of strength,” said Atul Bagga. “Our platform delivers high-quality live tutoring powered by advanced AI capabilities that drive greater personalization, efficiency, and improved student outcomes. I look forward to partnering with Chuck and the team to accelerate growth and deliver long-term value while advancing our mission of helping every student reach their full potential.”

In connection with this appointment, Jason Pello’s service as Chief Financial Officer concluded effective April 3, 2026. “Jason played a crucial role during a pivotal period for Nerdy,” Cohn added. “He helped guide the Company through its transition to a public company in 2021, built our financial and reporting infrastructure, and was instrumental in achieving adjusted EBITDA profitability in late 2025. We thank him for his contributions and wish him well.”

Cohn continued, “Nerdy is entering this next chapter from a position of strength. We achieved adjusted EBITDA profitability in the fourth quarter of 2025 and have rapidly advanced our AI-native systems to position us for faster execution and sustainable growth.”

•Revenue Guidance: For the full year of 2026, we expect revenue in the range of $180-$190 million.

•Non-GAAP Adjusted EBITDA Guidance: For the full year of 2026, we expect non-GAAP adjusted EBITDA to be approximately breakeven. This target represents a non-GAAP adjusted EBITDA margin improvement of over 1,000 basis points for the full year when compared to 2025, extending the strong operating discipline we delivered in the fourth quarter while continuing to make targeted investments in growth and the Learner experience.

•Liquidity and Capital Resources: We expect to end 2026 with $40-45 million of cash, inclusive of the current $20 million funded under the new term loan. We believe we have ample liquidity to fund the business and pursue growth initiatives.

About Nerdy Inc.

Nerdy (NYSE: NRDY) operates a next-generation live tutoring and intervention platform that leverages the power of human expertise with advanced artificial intelligence ("AI") to personalize learning, accelerate student achievement, and empower educators. Our mission is to transform the way people learn through technology. The Company’s purpose-built proprietary platform leverages technology, including AI, to connect learners of all ages to experts, delivering superior value on both sides of the network. Nerdy’s comprehensive learning destination provides learning experiences across thousands of subjects and multiple formats—including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, and adaptive assessments. Nerdy’s flagship business, Varsity Tutors, is one of the nation’s largest platforms for live online tutoring and classes. Its solutions are available directly to students and consumers, as well as through schools and other institutions. Learn more about Nerdy at https://www.nerdy.com.

Forward-Looking Statements

All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our strategic priorities, our growth, the sufficiency of our cash to fund future operations; and our anticipated full year 2026 outlook; as well as statements that include the words “expect,” “plan,” “believe,” “project,” “will” and “may,” and similar statements of a future or forward-looking nature. The forward-looking statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made herein or in connection herewith, including but not limited to, our offerings continue to evolve, which makes it difficult to predict our future financial and operating results; our level of indebtedness, which could adversely affect our financial condition; our operating activities may be restricted as a result of covenants related to our term loan and failure to comply with these covenants could have a material adverse effect on us; our history of net losses and negative operating cash flows, which could require us to need other sources of liquidity; risks associated with our ability to acquire and retain customers, operate, and scale up our Consumer and Institutional businesses; risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights; risks associated with our classification of some individuals and entities we contract with as independent contractors; risks associated with the liquidity and trading of our securities; risks associated with payments that we may be required to make under the tax receivable agreement; litigation, regulatory and reputational risks arising from the fact that many of our Learners are minors; changes in applicable law or regulation; the possibility of cyber-related incidents and their related impacts on our business and results of operations; risks associated with the development and use of artificial intelligence and related regulatory uncertainty; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and risks associated with managing our growth. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including our Annual Report on Form 10-K led on February 26, 2026, as well as other filings that we may make from time to time with the SEC.

Investor Relations:

investors@nerdy.com

FAQ

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

Nerdy appointed Atul M. Bagga as Chief Financial Officer effective April 6, 2026, replacing Jason Pello. Pello’s service as CFO ended April 3, 2026. Bagga will oversee global finance, including FP&A, accounting, tax, treasury, investor relations, and capital markets activities.

What is the new CFO Atul Bagga’s compensation package at Nerdy (NRDY)?

Atul Bagga will receive a $500,000 base salary and a target bonus of at least 50% of base salary. For 2026, his bonus target is 50% pro rated, plus 1,500,000 RSUs vesting quarterly over three years, alongside standard executive benefits.

What 2026 revenue guidance did Nerdy (NRDY) provide?

Nerdy expects full-year 2026 revenue in the range of $180–$190 million. This outlook accompanies the CFO transition and reflects management’s focus on scaling its AI-enabled live learning platform while maintaining disciplined execution and investing in growth and learner experience.

What is Nerdy’s 2026 non-GAAP adjusted EBITDA outlook?

Nerdy expects non-GAAP adjusted EBITDA to be approximately breakeven for full-year 2026. Management indicates this target represents more than 1,000 basis points of margin improvement versus 2025, extending operating discipline achieved in late 2025 while continuing targeted growth investments.

How much cash does Nerdy (NRDY) expect to have at the end of 2026?

Nerdy expects to end 2026 with $40–$45 million of cash. This figure includes $20 million already funded under a new term loan. The company states it believes this liquidity is sufficient to fund operations and support ongoing growth initiatives.

What risks and uncertainties does Nerdy highlight alongside its 2026 outlook?

Nerdy cites risks such as indebtedness, term loan covenants, history of net losses, customer acquisition challenges, AI-related regulatory uncertainty, and cyber incidents. It warns that these and other factors could cause actual results to differ materially from forward-looking statements.

What experience does Nerdy’s new CFO Atul Bagga bring to the company?

Atul Bagga previously served as CFO of JLL Technologies and Head of Global FP&A. He also held senior finance roles at Amazon Web Services, including Finance Director for AWS Compute Services, and earlier leadership positions at Zynga and Lazard Capital Markets covering internet and e-commerce.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 PRESS RELEASE 13.2 KB

Agreements & Contracts

• EX-10.1 CFO EXECUTIVE SERVICES AGREEMENT 92.6 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