Nerdy Inc appoints new Chief Accounting Officer

Nerdy Inc appointed Kyle Callaway as Chief Accounting Officer, effective July 10, 2026.

Accepted by SEC EDGAR 07/14/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nerdy Inc appointed Kyle Callaway as Chief Accounting Officer, effective July 10, 2026. Callaway, age 42, has served as the company’s Controller since January 2021 and was promoted to Vice President in 2022, leading accounting and reporting efforts, including the going‑public process.

He will report to Chief Financial Officer Atul Bagga. Previously, Callaway was Senior Director of Technical Accounting and Reporting at Post Holdings and spent ten years at PricewaterhouseCoopers. He holds master’s and bachelor’s degrees in accountancy from the University of Missouri‑Columbia and is a Missouri‑licensed Certified Public Accountant. Nerdy states there are no appointment-related arrangements, family relationships, or related party transactions requiring disclosure.

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, or exhibit attachments filed with this report.

Key Figures

Effective appointment date: July 10, 2026 Age of Chief Accounting Officer: 42 Service at Nerdy as Controller since: January 2021 +2 more

5 metrics

Effective appointment date July 10, 2026 Effective date of Kyle Callaway’s Chief Accounting Officer role

Age of Chief Accounting Officer 42 Age of Kyle Callaway at time of appointment

Service at Nerdy as Controller since January 2021 Start of tenure as Controller at Nerdy Inc

Post Holdings tenure November 2017 to January 2021 Period as Senior Director of Technical Accounting and Reporting

Experience at PwC 10 years Time spent at PricewaterhouseCoopers LLP, ending as Assurance Senior Manager

Key Terms

Chief Accounting Officer, Emerging growth company, related party transactions, Regulation S-K, +1 more

5 terms

Chief Accounting Officer financial

"appointed Kyle Callaway as Chief Accounting Officer"

A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.

Emerging growth company regulatory

"may be deemed an 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.

related party transactions financial

"no related party transactions between Mr. Callaway and the Company"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

Regulation S-K regulatory

"reportable under Item 404(a) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Inline XBRL technical

"cover page iXBRL tags are embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

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

What executive change did Nerdy Inc (NRDY) announce?

Nerdy Inc announced the appointment of Kyle Callaway as Chief Accounting Officer, effective July 10, 2026. He has led the company’s accounting and reporting efforts since 2021 and will now report directly to Chief Financial Officer Atul Bagga.

What is the background of Nerdy Inc (NRDY)'s new Chief Accounting Officer?

Kyle Callaway, age 42, previously served as Controller of Nerdy since January 2021 and became a Vice President in 2022. Before joining Nerdy, he worked at Post Holdings as Senior Director of Technical Accounting and Reporting and spent ten years at PricewaterhouseCoopers.

When did Kyle Callaway start working at Nerdy Inc (NRDY)?

Kyle Callaway joined Nerdy in January 2021 as Controller and was promoted to Vice President in 2022. Since joining, he has led accounting and reporting activities, including those related to Nerdy’s going‑public process, before being appointed Chief Accounting Officer.

Does Nerdy Inc (NRDY) report any related party transactions with Kyle Callaway?

Nerdy states there are no related party transactions with Kyle Callaway that are reportable under Item 404(a) of Regulation S‑K. The company also notes no family relationships or appointment-related arrangements with other directors or executive officers.

To whom will Nerdy Inc (NRDY)'s Chief Accounting Officer report?

Nerdy’s new Chief Accounting Officer, Kyle Callaway, will report to Atul Bagga, the company’s Chief Financial Officer. This reporting structure aligns the company’s accounting leadership directly under its finance chief for oversight of financial reporting and technical accounting matters.

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

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0001819404FALSE00018194042026-07-102026-07-10

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 10, 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.

Appointment of Kyle Callaway as Chief Accounting Officer

Effective July 10, 2026, Nerdy Inc. (the “Company”) appointed Kyle Callaway as Chief Accounting Officer.

Mr. Callaway, age 42, has served as the Controller of the Company since January 2021 and was promoted to Vice President in 2022. During his time at Nerdy he has led the Company's accounting and reporting efforts, including those for the Company's going-public process. Mr. Callaway will report to Atul Bagga, Chief Financial Officer. Prior to joining the Company, Mr. Callaway served as Senior Director of Technical Accounting and Reporting at Post Holdings, Inc. from November 2017 to January 2021. Earlier in his career, Mr. Callaway spent ten years at PricewaterhouseCoopers LLP, most recently as an Assurance Senior Manager. Mr. Callaway holds a Master of Accountancy and a Bachelor of Science in Accountancy from the Trulaske School of Business at the University of Missouri-Columbia. He is a Certified Public Accountant licensed in Missouri.

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

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
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: July 14, 2026			By:			/s/ Christopher C. Swenson
						Name: Christopher C. Swenson
						Title:   Chief Legal Officer and Corporate Secretary

3

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