Every 8-K that Nerdy Inc. (NRDY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NRDY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NRDY filings page.
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.
Nerdy Inc. (NRDY) announced that it has regained compliance with the New York Stock Exchange continued listing standard for minimum share price under Section 802.01C of the NYSE Listed Company Manual. The NYSE notified Nerdy on September 1, 2026, based on the Company’s closing share price on August 31, 2026 and its average closing share price for the 30 trading days ended August 31, 2026, which was above the NYSE’s $1.00 minimum requirement. Nerdy’s Class A common stock will continue to be listed and trade on the NYSE, subject to compliance with other NYSE continued listing standards.
Nerdy Inc. (NRDY) reported an executive leadership change. On August 20, 2026, the company notified John Paszterko that his service as Chief Operating Officer was being ended, effective immediately. The report is signed on behalf of Nerdy Inc. by Christopher C. Swenson, Chief Legal Officer and Corporate Secretary.
Nerdy Inc. approved and implemented a 1-for-15 reverse stock split of its Class A and Class B common stock. A certificate of amendment was filed in Delaware, and the split becomes effective at 12:01 a.m. Eastern Time on August 19, 2026, with Class A shares trading on a split-adjusted basis that day under the existing NRDY symbol and a new CUSIP 64081V208.
The reverse split will reduce outstanding Class A shares from approximately 127.9 million to 8.5 million and is intended to increase the per-share price to satisfy the NYSE’s minimum average closing price requirement for continued listing. Stockholders approved the reverse split authorization at a special meeting, with 148,505,852 votes for and 3,646,654 against. No fractional shares will be issued; holders otherwise entitled to fractions will receive cash in lieu. Proportionate adjustments will be made to equity awards and share reserves, and authorized share counts and par values will not change.
Nerdy Inc. reported second-quarter 2026 results with revenue of $43.3 million, down 4% year over year but in line with its $42–$44 million guidance. Consumer revenue was $36.5 million, or 84% of the total. Gross margin expanded to 64.7% from 61.5%, while net loss narrowed to $6.9 million from $12.0 million. Non-GAAP adjusted net loss improved to $2.1 million, and non-GAAP adjusted EBITDA loss shrank to $0.9 million from $2.7 million. As of June 30, cash and equivalents were $38.4 million.
The company is exiting First Tutors in the U.K. and shutting down Varsity Tutors for Schools, actions expected to lower annual fixed costs by about $11 million but generate $2–$4 million of exit costs, primarily in Q3. Full-year 2026 revenue guidance was reduced to $168–$175 million from $180–$190 million, with non-GAAP adjusted EBITDA now guided to -$4 million to approximately breakeven, excluding exit costs. Year-end cash is expected at $30–$32 million, including $20 million drawn on the term loan. Active Members were 29.1 thousand, down 5% year over year, while ARPM rose 5% to $366.
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.
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.
Nerdy Inc. detailed the separation terms for former Chief Financial Officer Jason Pello. He previously ceased serving as CFO effective April 3, 2026, and on May 21, 2026 the company and Pello entered into a Consulting Agreement, Departure Agreement and General Release.
Under this agreement, Pello will act as a consultant through October 3, 2026 and receive aggregate consulting payments totaling $223,125. The agreement also allows continued vesting of 333,333 restricted stock units that had been scheduled to vest on April 15, 2026 and May 15, 2026. The agreement includes a customary release of claims and becomes effective after the applicable revocation period.
Nerdy Inc. reported first-quarter 2026 results that beat guidance and showed sharp profit improvement while growth remained modest. Revenue was $48.7 million, above the $46–$48 million guidance range and up 2% from $47.6 million a year earlier, driven by higher consumer pricing partly offset by softer institutional revenue.
Gross margin rose to 66.2% from 58.0%, reflecting prior price increases and AI-enabled efficiency. Net loss narrowed to $6.1 million from $16.2 million, and non-GAAP adjusted EBITDA turned positive at $1.0 million versus a loss of $6.4 million a year ago, Nerdy’s second consecutive positive quarter on this metric.
Active Members were 36.9 thousand, down 9% year over year, but the decline has been narrowing. Average revenue per member per month reached $374, up 12%. Nerdy ended the quarter with $44.7 million in cash and reaffirmed its 2026 outlook for $180–$190 million in revenue and approximately breakeven non-GAAP adjusted EBITDA.
Nerdy Inc. held its 2026 annual meeting in virtual format on April 30, where stockholders elected two Class II directors, ratified the auditor, and approved executive pay proposals. Quorum was strong, with 160,257,497 of 188,821,637 common shares present, representing 85% of shares entitled to vote.
Stockholders elected Rob Hutter and Christopher (Woody) Marshall to serve as Class II directors until the 2029 annual meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. On an advisory basis, stockholders approved named executive officer compensation and chose a three-year cycle for future advisory votes on executive pay.
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.
Nerdy Inc. received a notice from the New York Stock Exchange that its Class A common stock no longer meets the NYSE continued listing standard because the average closing price was below $1.00 over a consecutive 30 trading-day period. The company has up to six months from the March 5, 2026 notice to regain compliance, which it can do if on the last trading day of any calendar month its closing share price is at least $1.00 and the 30‑day average ending that day is also at least $1.00. Nerdy plans to consider options, including a potential reverse stock split subject to stockholder approval at its 2027 annual meeting if needed. Management states the notice is not expected to affect operations, SEC reporting, or its term loan, and notes cash and cash equivalents of $47.9 million as of December 31, 2025 to support liquidity and growth initiatives.
Nerdy Inc. returned to quarterly growth and reached profitability on a key non-GAAP metric. For Q4 2025, revenue was $49.1 million, up 2% from $48.0 million a year earlier and above guidance. Consumer Learning Memberships generated $41.6 million, or 85% of revenue, while Institutional revenue was $7.2 million, both growing year-over-year.
Profitability metrics improved sharply despite ongoing GAAP losses. Q4 non-GAAP adjusted EBITDA was positive $1.3 million, versus a $5.5 million loss in Q4 2024, with margin improving by more than 1,400 basis points. Full-year 2025 revenue was $179.0 million, down 6%, and net loss was $60.9 million, but non-GAAP adjusted net loss narrowed. Cash and cash equivalents were $47.9 million at year-end, and the company completed its AI-native Live+AI™ platform replatforming to support future growth and efficiency.
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).
Nerdy Inc. entered a Loan and Security Agreement with Hercules Capital for up to $50.0 million in term loans across two tranches. The company drew $20.0 million on the closing date under the first tranche, which totals up to $30.0 million; the remaining $10.0 million from this tranche is available until December 31, 2026. The second tranche of up to $20.0 million may be made available subject to lender approval after the first tranche is fully drawn or after that date.
The loan matures on November 1, 2029 and bears interest at the greater of the Wall Street Journal prime rate plus 3.50% or 10.75%. Payments are interest‑only for 36 months, extendable by 12 months upon specified milestones, followed by amortization to maturity. Fees include a facility charge of $0.3 million at closing and $0.2 million at the first draw of the second tranche, plus an end‑of‑term charge equal to 7.50% of funded amounts and declining prepayment charges. The loan is secured by substantially all assets and includes covenants, including maintaining the greater of $15.0 million of Qualified Cash or at least six months of Remaining Months Liquidity.