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Nerdy Inc. (NRDY) to wind down Varsity Tutors for Schools, book up to $4M charges

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nerdy Inc. approved a plan on July 31, 2026 to wind down its Varsity Tutors for Schools offering and business line so it can focus on its core Consumer business. The company currently estimates exit-related costs of $2 million to $4 million, substantially all expected to be recognized in the third quarter of 2026.

The estimated charges include $0.3 million to $0.5 million of employee severance and other termination benefits, $0.5 million to $1.3 million of contract termination costs, $1.4 million to $1.6 million of asset impairment charges, and $0.1 million to $0.2 million of other exit costs. Future cash expenses are estimated at $0.7 million to $1.8 million, with non-cash expenses of $1.6 million to $1.8 million. These restructuring expenses will be included in GAAP results but excluded from non-GAAP results, and actual amounts may differ materially from estimates.

Positive

  • None.

Negative

  • Wind-down of Varsity Tutors for Schools will trigger estimated $2 million to $4 million in exit-related costs, including severance, contract terminations, and asset impairments, creating a short-term earnings impact despite being excluded from non-GAAP results.
Item 2.05 Costs Associated with Exit or Disposal Activities Financial
The company committed to an exit plan involving layoffs, facility closures, or restructuring charges.
Total exit-related costs $2 million to $4 million Estimated range for wind-down of Varsity Tutors for Schools; mostly in Q3 2026
Employee severance and termination benefits $0.3 million to $0.5 million Component of estimated exit-related costs
Contract termination costs $0.5 million to $1.3 million Component of estimated exit-related costs
Asset impairment charges $1.4 million to $1.6 million Estimated non-cash impairments from wind-down
Other exit-related costs $0.1 million to $0.2 million Remaining miscellaneous exit-related expenses
Future cash expenses $0.7 million to $1.8 million Portion of exit-related costs expected to require cash outflows
Future non-cash expenses $1.6 million to $1.8 million Primarily asset impairment and related non-cash charges
asset impairment charges financial
"an estimated range of $1.4 million to $1.6 million of asset impairment charges"
Asset impairment charges happen when a company realizes that the value of something it owns, like equipment or property, has dropped significantly and is now worth less than its current book value. This is important because it shows the company needs to write down the asset's value on its financial records, which can affect its profits and overall financial health.
non-GAAP results financial
"Expenses associated with the restructuring will be included in GAAP results, but excluded from non-GAAP results"
Non-GAAP results are company-reported financial figures that adjust standard accounting numbers by removing or altering items like one-time charges, stock-based compensation, restructuring costs, or other specified expenses. Investors use them to see a company’s performance after those adjustments; like looking at a cleaned-up version of a picture, they can highlight recurring operating trends that the raw, rule-bound numbers might obscure.
restructuring financial
"Expenses associated with the restructuring will be included in the Company’s GAAP results"
Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of Section 27A of the Securities Act"
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.

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

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FAQ

What business change did Nerdy Inc. (NRDY) announce?
Nerdy Inc. committed to wind down its Varsity Tutors for Schools offering and business line. The move is intended to allow greater focus on its core Consumer business while incurring defined exit-related costs and restructuring charges during the transition.

What portion of Nerdy (NRDY) wind-down costs are cash versus non-cash?
Nerdy estimates future cash expenses of $0.7 million to $1.8 million and non-cash expenses of $1.6 million to $1.8 million. Cash items mainly reflect severance and contract terminations, while non-cash costs are largely associated with asset impairment charges and related accounting adjustments.

When will Nerdy (NRDY) recognize the Varsity Tutors for Schools exit charges?
The company expects to recognize substantially all exit-related costs during the third quarter of 2026. These charges reflect the wind-down of the Varsity Tutors for Schools business line and are based on current assumptions that may change.

How will Nerdy (NRDY) present these wind-down costs in its financial results?
Restructuring and exit-related charges from the wind-down will be included in GAAP results but excluded from non-GAAP results. This means adjusted metrics will remove these items, while reported GAAP earnings will fully reflect the associated expenses.

What types of expenses are included in Nerdy (NRDY) wind-down estimates?
Estimated costs include $0.3 million to $0.5 million of employee severance and termination benefits, $0.5 million to $1.3 million of contract termination costs, $1.4 million to $1.6 million of asset impairment charges, and $0.1 million to $0.2 million of other exit-related costs.
0001819404FALSE00018194042026-07-312026-07-31


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) July 31, 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 2.05 Costs Associated with Exit or Disposal Activities.
On July 31, 2026, Nerdy Inc. (the “Company”) committed to a plan to wind down its Varsity Tutors for Schools offering and business line. The wind-down permits the Company to focus on its core Consumer business. The Company currently estimates exit-related costs in the range of $2 million to $4 million, substantially all of which it expects to recognize during the third quarter of 2026. The exit-related costs include an estimated range of $0.3 million to $0.5 million of employee severance and other termination benefits, an estimated range of $0.5 million to $1.3 million of contract termination costs, an estimated range of $1.4 million to $1.6 million of asset impairment charges, and other exit-related costs of $0.1 million to $0.2 million. The estimated range of future cash expenses is $0.7 million to $1.8 million. The estimated range of future non-cash expenses is $1.6 million to $1.8 million.
The charges that the Company expects to incur are subject to a number of assumptions, and actual expenses may differ materially from the estimates disclosed above. Expenses associated with the restructuring will be included in the Company’s GAAP results, but will be excluded from the Company’s non-GAAP results.
Forward-looking statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including statements regarding our financial outlook, charges, and expenses, statements regarding the expected timing and impact of the exit-related costs disclosed herein, and our expected costs related to the exit and wind-down disclosed herein, including but not limited to restructuring and related charges. Additionally, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “approximately,” “believes,” “contemplates,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “outlook,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “seeks,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 Form 8-K 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, including but not limited to, unanticipated developments that may delay or increase the costs associated with the wind-down of our Varsity Tutors for Schools offering and business line. 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 United States Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed on February 26, 2026, and our Quarterly Report on Form 10-Q filed on August 6, 2026, as well as other filings that we may make from time to time with the SEC.
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: August 6, 2026
By:
/s/ Christopher C. Swenson
Name: Christopher C. Swenson
Title:   Chief Legal Officer and Corporate Secretary


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Source: View Original Filing on SEC EDGAR

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